exv10w2






EXHIBIT 10.2



 


Execution Version




$30,000,000




AMENDED AND RESTATED




SUBORDINATED CREDIT AGREEMENT




Among




CRUSADER ENERGY GROUP INC.




as Borrower,




THE LENDERS PARTY HERETO FROM TIME TO TIME




as Lenders,




and




UNIONBANCAL EQUITIES, INC.




as Administrative Agent




June 26, 2008



 


 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Certain Defined Terms
	 	 	1	 
	Section 1.02 Computation of Time Periods
	 	 	19	 
	Section 1.03 Accounting Terms; Changes in GAAP
	 	 	19	 
	Section 1.04 Types of Advances
	 	 	19	 
	Section 1.05 Miscellaneous
	 	 	19	 
	 
	 	 	 	 
	ARTICLE II CREDIT FACILITIES
	 	 	20	 
	 
	 	 	 	 
	Section 2.01 Commitment for Advances
	 	 	20	 
	Section 2.02 Method of Borrowing
	 	 	20	 
	Section 2.03 Reduction of the Commitment
	 	 	22	 
	Section 2.04 Prepayment of Advances
	 	 	22	 
	Section 2.05 Repayment of Advances
	 	 	24	 
	Section 2.06 Interest
	 	 	24	 
	Section 2.07 Payments and Computations
	 	 	25	 
	Section 2.08 Sharing of Payments, Etc
	 	 	26	 
	Section 2.09 Breakage Costs
	 	 	26	 
	Section 2.10 Increased Costs
	 	 	27	 
	Section 2.11 Taxes
	 	 	27	 
	 
	 	 	 	 
	ARTICLE III CONDITIONS OF LENDING
	 	 	29	 
	 
	 	 	 	 
	Section 3.01 Conditions Precedent to Effectiveness
	 	 	29	 
	Section 3.02 Conditions Precedent to All Advances
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	33	 
	 
	 	 	 	 
	Section 4.01 Existence; Subsidiaries
	 	 	33	 
	Section 4.02 Power
	 	 	33	 
	Section 4.03 Authorization and Approvals
	 	 	33	 
	Section 4.04 Enforceable Obligations
	 	 	33	 
	Section 4.05 Financial Statements
	 	 	34	 
	Section 4.06 True and Complete Disclosure
	 	 	34	 
	Section 4.07 Litigation; Compliance with Laws
	 	 	34	 
	Section 4.08 Use of Proceeds
	 	 	35	 






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	 	 	Page
	Section 4.09 Investment Company Act
	 	 	35	 
	Section 4.10 Federal Power Act; Regulations
	 	 	35	 
	Section 4.11 Taxes
	 	 	35	 
	Section 4.12 Pension Plans
	 	 	36	 
	Section 4.13 Condition of Property; Casualties
	 	 	36	 
	Section 4.14 No Burdensome Restrictions; No Defaults
	 	 	37	 
	Section 4.15 Environmental Condition
	 	 	37	 
	Section 4.16 Permits, Licenses, Etc
	 	 	38	 
	Section 4.17 Gas Contracts
	 	 	38	 
	Section 4.18 Liens; Titles, Leases, Etc
	 	 	38	 
	Section 4.19 Solvency and Insurance
	 	 	38	 
	Section 4.20 Hedging Agreements
	 	 	38	 
	Section 4.21 Material Agreements
	 	 	39	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	39	 
	 
	 	 	 	 
	Section 5.01 Compliance with Laws, Etc
	 	 	39	 
	Section 5.02 Maintenance of Insurance
	 	 	39	 
	Section 5.03 Preservation of Corporate Existence, Etc
	 	 	40	 
	Section 5.04 Payment of Taxes, Etc
	 	 	40	 
	Section 5.05 Visitation Rights
	 	 	41	 
	Section 5.06 Reporting Requirements
	 	 	41	 
	Section 5.07 Maintenance of Property
	 	 	45	 
	Section 5.08 Agreement to Pledge
	 	 	45	 
	Section 5.09 Use of Proceeds
	 	 	45	 
	Section 5.10 Title Evidence
	 	 	45	 
	Section 5.11 Further Assurances; Cure of Title Defects; Mortgages
	 	 	45	 
	Section 5.12 Post-Closing Requirements
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	46	 
	 
	 	 	 	 
	Section 6.01 Liens, Etc
	 	 	46	 
	Section 6.02 Debts, Guaranties, and Other Obligations
	 	 	48	 
	Section 6.03 Agreements Restricting Liens and Distributions
	 	 	48	 
	Section 6.04 Merger or Consolidation; Asset Sales
	 	 	48	 
	Section 6.05 Restricted Payments
	 	 	49	 
	Section 6.06 Investments
	 	 	49	 






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	 	 	Page
	Section 6.07 Affiliate Transactions
	 	 	49	 
	Section 6.08 Compliance with ERISA
	 	 	49	 
	Section 6.09 Sale and Leaseback
	 	 	50	 
	Section 6.10 Change of Business
	 	 	50	 
	Section 6.11 Organizational Documents, Name Change
	 	 	51	 
	Section 6.12 Use of Proceeds
	 	 	51	 
	Section 6.13 Gas Imbalances, Take-or-Pay or Other Prepayments
	 	 	51	 
	Section 6.14 Limitation on Hedging
	 	 	51	 
	Section 6.15 Additional Subsidiaries
	 	 	52	 
	Section 6.16 Account Payables
	 	 	52	 
	Section 6.17 Leverage Ratio
	 	 	52	 
	Section 6.18 Current Ratio
	 	 	52	 
	Section 6.19 Interest Coverage Ratio
	 	 	52	 
	Section 6.20 Minimum Reserve Coverage
	 	 	53	 
	Section 6.21 Senior Debt
	 	 	53	 
	Section 6.22 2008 Long-Term Incentive Plan
	 	 	53	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT; REMEDIES
	 	 	54	 
	 
	 	 	 	 
	Section 7.01 Events of Default
	 	 	54	 
	Section 7.02 Optional Acceleration of Maturity
	 	 	56	 
	Section 7.03 Automatic Acceleration of Maturity
	 	 	56	 
	Section 7.04 Right of Set-off
	 	 	57	 
	Section 7.05 Non-exclusivity of Remedies
	 	 	57	 
	Section 7.06 Application of Proceeds
	 	 	57	 
	Section 7.07 Intercreditor Agreement
	 	 	58	 
	 
	 	 	 	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	58	 
	 
	 	 	 	 
	Section 8.01 Authorization and Action
	 	 	58	 
	Section 8.02 Administrative Agent’s Reliance, Etc
	 	 	58	 
	Section 8.03 The Administrative Agent and Its Affiliates
	 	 	59	 
	Section 8.04 Lender Credit Decision
	 	 	59	 
	Section 8.05 Indemnification
	 	 	59	 
	Section 8.06 Successor Administrative Agent
	 	 	60	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	61	 
	 
	Section 9.01 Amendments, Etc
	 	 	61	 






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	 	 	Page
	Section 9.02 Notices, Etc
	 	 	61	 
	Section 9.03 No Waiver; Remedies
	 	 	61	 
	Section 9.04 Costs and Expenses
	 	 	61	 
	Section 9.05 Binding Effect
	 	 	62	 
	Section 9.06 Lender Assignments and Participations
	 	 	62	 
	Section 9.07 Indemnification
	 	 	64	 
	Section 9.08 Execution in Counterparts
	 	 	64	 
	Section 9.09 Survival of Representations, Etc
	 	 	64	 
	Section 9.10 Severability
	 	 	65	 
	Section 9.11 Business Loans
	 	 	65	 
	Section 9.12 Governing Law; Submission to Jurisdiction
	 	 	65	 
	Section 9.13 USA Patriot Act
	 	 	65	 
	Section 9.14 Assumption, Amendment, Restatement and Rearrangement of Prior Debt
	 	 	65	 
	Section 9.15 Subordination and Intercreditor Agreement
	 	 	66	 
	Section 9.16 WAIVER OF JURY TRIAL
	 	 	66	 
	Section 9.17 ORAL AGREEMENTS
	 	 	66	 






	 	 	 
	EXHIBITS:
	 	 
	 
	 	 
	Exhibit A
	 	-     Form of Assignment and Acceptance
	Exhibit B
	 	-     Form of Compliance Certificate
	Exhibit C
	 	-     Form of Mortgage
	Exhibit D
	 	-     Form of Note
	Exhibit E
	 	-     Form of Notice of Borrowing
	Exhibit F
	 	-     Form of Notice of Conversion or Continuation
	Exhibit G
	 	-     Form of Security Agreement
	Exhibit H
	 	-     Form of Transfer Letters
	 
	 	 
	SCHEDULES:
	 	 
	 
	 	 
	Schedule I
	-	Borrower, Administrative Agent, and Lender Information
	Schedule 4.01
	-	Subsidiaries
	Schedule 4.05
	-	Existing Debt
	Schedule 4.20
	-	Hedging Agreements
	Schedule 4.21
	-	Material Agreements
	Schedule 5.12
	-	Post-Closing Requirements






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AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT




     This Amended and Restated Subordinated Credit Agreement dated as of June 26, 2008 is among,
Crusader Energy Group Inc., a Nevada corporation, formerly known as Westside Energy Corporation
(the “Borrower”), the Lenders (as defined below) and UnionBanCal Equities, Inc., as
administrative agent for such Lenders (in such capacity, the “Administrative Agent”).



RECITALS:




     A. Reference is made to that certain Subordinated Credit Agreement dated as of August 31, 2007
among Knight Energy Group, LLC (the “Existing Borrower”), the lenders party thereto,
including the Lenders, (the “Existing Lenders”), and UnionBanCal Equities, Inc., as
administrative agent (in such capacity, the “Existing Agent”), as amended by that certain
Amendment No. 1 and Consent dated as of December 21, 2007 (as so amended, the “Existing Credit
Agreement”).



     B. The Borrower, the Existing Agent, and the Existing Lenders together with the other Lenders
have agreed to amend and restate (but not extinguish) the Existing Credit Agreement in its entirety
as hereinafter set forth through the execution of this Agreement.



     C. It is the intention of the parties hereto that (i) this Agreement is an amendment and
restatement of the Existing Credit Agreement and not a new or substitute credit agreement, and (ii)
the Borrower will assume in full the obligations of the Existing Borrower under the Existing Credit
Agreement.



     NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto (i) do hereby agree that the Existing Credit Agreement is
amended and restated (but not substituted or extinguished) in its entirety as set forth herein, and
(ii) do hereby agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




     Section 1.01 Certain Defined Terms. As used in this Agreement, the term defined above
shall have the meaning set forth therein and the following terms shall have the following meanings
(unless otherwise indicated, such meanings to be equally applicable to both the singular and plural
forms of the terms defined):



     “Acceptable Security Interest” in any Property means a Lien which (a) exists in favor
of the Administrative Agent for the benefit of the Secured Parties, (b) is superior to all Liens or
rights of any other Person in the Property encumbered thereby other than Liens securing the Senior
Debt, (c) secures the Obligations, and (d) is perfected and enforceable.



     “Acquisition” means the purchase by the Borrower or any of its Subsidiaries of any
business, including the purchase of associated assets or operations or Equity Interest of a Person.



 









 





     “Adjusted Reference Rate” means, for any day, the fluctuating rate per annum of
interest equal to the greater of (a) the Reference Rate in effect on such day and (b) the Federal
Funds Rate in effect on such day plus 1/2 of 1%.



     “Administrative Agent” means UnionBanCal Equities, Inc., in its capacity as agent
pursuant to Article VIII, and any successor agent pursuant to Section 8.06.



     “Advance” means the advance by a Lender to the Borrower of such Lender’s Percentage
Share of the Loan pursuant to Section 2.01(a).



     “Affiliate” means, as to any Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled
by” or “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through ownership
of a Control Percentage, by contract, or otherwise. Without limiting the generality of the
foregoing, a Person shall be deemed to be controlled by another Person if such other Person
possesses, directly or indirectly, the power to vote 10% or more of the securities having ordinary
voting power for the election of directors, managing general partners or the equivalent.



     “Agreement” means this Amended and Restated Subordinated Credit Agreement, as the same
may be amended, supplemented, and otherwise modified from time to time.



     “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic
Lending Office in the case of a Reference Rate Advance and such Lender’s Eurodollar Lending Office
in the case of a Eurodollar Rate Advance.



     “Applicable Margin” means, (a) with respect to each Reference Rate Advance, (i) during
such times as any Event of Default exists, 5.50% per annum and (ii) at all other times, 3.50% per
annum, and (b) with respect to each Eurodollar Rate Advance, (i) during such times as any Event of
Default exists, 7.00% per annum and (ii) at all other times, 5.00% per annum.



     “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the
form of the attached Exhibit A.



     “Borrowing” means, subject to Section 2.02(c)(ii), a borrowing consisting of
simultaneous Advances of the same Type made by each Lender pursuant to Section 2.02(a), continued
by each Lender pursuant to Section 2.02(b), or Converted by each Lender to Advances of a different
Type pursuant to Section 2.02(b).



     “Borrowing Base” shall have the definition given to such term in the Senior Credit
Agreement as in effect on the date hereof of as modified in accordance with the Subordination and
Intercreditor Agreement.



     “Business Combination” means the transaction pursuant to which (a) Westside becomes
the owner of the equity in the Crusader Subsidiaries pursuant to the terms of the Contribution
Agreement, (b) the Crusader Parents become the owners of at least 84% of the equity in



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Westside pursuant to the Contribution Agreement, and (c) Westside changes its name to Crusader
Energy Group Inc., in each case as described in the Proxy Statement filed with the Securities and
Exchange Commission on behalf of Westside on or about May 28, 2008.



     “Business Day” means a day of the year on which banks are not required or authorized
to close in Los Angeles, California, and, if the applicable Business Day relates to any Eurodollar
Rate Advances, on which dealings are carried on by banks in the London interbank market.



     “Capital Leases” means, as applied to any Person, any lease of any Property by such
Person as lessee which would, in accordance with GAAP, be required to be classified and accounted
for as a capital lease on the balance sheet of such Person.



     “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements
thereunder in each case as now or hereafter in effect.



     “Change of Control” means an event or series of events by which:



     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan), other than Crusader Parents and the members or partners of the
Crusader Parents at the time of the consummation of the Business Combination (such members or
partners being the “Crusader Parent Members”), becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group
shall be deemed to have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after the passage of time
(such right, an “option right”)), directly or indirectly, of 40% or more of the equity
securities of the Borrower entitled to vote for members of the board of directors or equivalent
governing body of the Borrower on a fully-diluted basis (and taking into account all such
securities that such “person” or “group” has the right to acquire pursuant to any option right)
(such securities, the “Voting Stock”); or



     (b) during any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Borrower cease to be composed of individuals
who meet one or more of the following criteria: (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or nomination to that board or
equivalent governing body was approved by individuals referred to in clause (i) above constituting
at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing
body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing body
(excluding, in the case of both clause (ii) and clause (iii), any individual whose initial
nomination for, or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or consents for the election
or removal of one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors); or



-3-









 





     (c) any Person or two or more Persons (other than the Crusader Parents and the Crusader Parent
Members) acting in concert shall have acquired by contract or otherwise, or shall have entered into
a contract or arrangement that, upon consummation thereof, will result in its or their acquisition
of the power to exercise, directly or indirectly, a controlling influence over the management or
policies of the Borrower, or control over Voting Stock representing 40% or more of the combined
voting power of such Voting Stock; or



     (d) the Borrower shall cease, directly or indirectly, to own and control legally and
beneficially all of the equity interests in each Guarantor.



     Notwithstanding the foregoing clauses (a) and (c), (i) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Borrower or any entity controlled by the
Borrower (whether the acquiring “person” or “group” acquires “beneficial ownership” of 40% or more
of the Voting Stock or any such acquisition results in any other “person” or “group” (other than
the acquiring “person” or “group”) “beneficially owning” 40% or more of the Voting Stock) shall not
constitute a Change of Control unless, following such acquisition, any “person” or “group” (other
than the acquiring “person” or “group” effecting such acquisition) who becomes the “beneficial
owner” of 40% or more of the Voting Stock as a result of one or more of such acquisitions shall
thereafter acquire any additional shares of the equity securities of the Borrower and, following
such acquisition, “beneficially owns” 40% or more of Voting Stock, in which case such acquisition
shall constitute a Change of Control; and (ii) the acquisition of “beneficial ownership” of the
Voting Stock by the Crusader Parents pursuant to the Contribution Agreement, the corresponding
acquisition of “beneficial ownership” of Voting Stock by any other person or group deemed to
“beneficially own” such Voting Stock so acquired by the Crusader Parents (any such person and/or
group, collectively with the Crusader Parents and the Crusader Parent Members, the “Crusader
Group”) and the acquisition of “beneficial ownership” of Voting Stock as a result of the
distribution by a Crusader Parent to a Crusader Parent Member of Voting Stock acquired pursuant to
the Contribution Agreement or directly from the Borrower prior to the date of the Contribution
Agreement shall not constitute a Change of Control, provided that if, (1) for so long as
the Voting Stock “beneficially owned” by any member of the Crusader Group equals or exceeds 40% of
the issued and outstanding Voting Stock, such member of the Crusader Group shall obtain “beneficial
ownership” of shares of Voting Stock (other than as a result of any acquisition described in the
foregoing clause (i) of this paragraph or pursuant to an award issued under the Borrower’s 2008
Long-Term Incentive Plan, as may be amended from time to time) representing one percent (1%) or
more of the Voting Stock or (2) at any time after such member of the Crusader Group shall cease to
“beneficially own” 40% or more of the Voting Stock, such member of the Crusader Group shall obtain
“beneficial ownership” of shares of Voting Stock (other than as a result of any acquisition
described in the foregoing clause (i) of this paragraph or pursuant to an award issued under the
Borrower’s 2008 Long-Term Incentive Plan, as may be amended from time to time) representing 40% or
more of the Voting Stock, then, in the case of either (1) or (2), a Change of Control shall be
deemed to occur.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.



-4-









 





     “Collateral” means (a) all “Collateral”, “Pledged Collateral” and “Mortgaged
Properties” (as defined in each of the Mortgages, the Security Agreements, and the Pledge
Agreements, as applicable) or similar terms used in the Security Instruments, and (b) all amounts
contained in the Borrower’s and its Subsidiaries’ bank accounts.



     “Commitment” means, for any Lender, the amount set opposite such Lender’s name on
Schedule I as its Commitment, or if such Lender has entered into any Assignment and Acceptance, as
set forth for such Lender as its Commitment in the Register maintained by the Administrative Agent
pursuant to Section 9.06(c), as such amount may be reduced or terminated pursuant to Section 2.03
or Article VII or otherwise under this Agreement, and “Commitments” shall mean all such
Commitments collectively.



     “Compliance Certificate” means a compliance certificate in the form of the attached
Exhibit B signed by a Responsible Officer of the Borrower.



     “Contribution Agreement” means the Contribution Agreement dated as of December 31,
2007 among Westside, the Crusader Parents, the Crusader Subsidiaries, and certain of their
affiliates, as amended by the First Amendment to Contribution Agreement dated as of January 31,
2008.



     “Control Percentage” means, with respect to any Person, the percentage of the
outstanding Equity Interest (including any options, warrants or similar rights to purchase such
Equity Interest) of such Person having ordinary voting power which gives the direct or indirect
holder of such Equity Interest the power to elect a majority of the board of directors (or other
applicable governing body) of such Person.



     “Controlled Group” means all members of a controlled group of corporations and all
businesses (whether or not incorporated) under common control which, together with the Borrower,
are treated as a single employer under Section 414 of the Code.



     “Convert,” “Conversion,” and “Converted” each refers to a conversion
of Advances of one Type into Advances of another Type pursuant to Section 2.02(b).



     “Crusader Entities” means the Crusader Parents and the Crusader Subsidiaries.



     “Crusader Parents” means Hawk Energy Fund I Holding Company, LLC, Knight Energy Group
I Holding Co., LLC, Knight Energy Group II Holding Company, LLC, and RCH Energy Opportunity Fund I,
L.P.



     “Crusader Subsidiaries” means Knight Energy Group, LLC, Knight Energy Group II, LLC,
Hawk Energy Fund I, LLC, RCH Upland Acquisition, LLC, Knight Energy Management, LLC, Crusader
Energy Group, LLC, and Crusader Management Corporation.



     “Debt,” for any Person, means without duplication:



     (a) indebtedness of such Person for borrowed money;



-5-









 





     (b) obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments;



     (c) obligations of such Person to pay the deferred purchase price of Property or services
(including obligations that are non-recourse to the credit of such Person but are secured by the
assets of such Person, but excluding trade accounts payable);



     (d) obligations of such Person as lessee under Capital Leases and obligations of such Person
in respect of synthetic leases;



     (e) obligations of such Person under letters of credit and agreements relating to the issuance
of letters of credit or acceptance financing;



     (f) obligations of such Person under any Hedge Contract;



     (g) obligations of such Person owing in respect of redeemable preferred stock or other
preferred equity interest of such Person;



     (h) any obligations of such Person owing in connection with any volumetric or production
prepayments;



     (i) obligations of such Person under direct or indirect guaranties in respect of, and
obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise
to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (a) through (h) above;



     (j) indebtedness or obligations of others of the kinds referred to in clauses (a) through (i)
secured by any Lien on or in respect of any Property of such Person; and



     (k) all liabilities of such Person in respect of unfunded vested benefits under any Plan.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means (a) an Event of Default or (b) any event or condition which with
notice or lapse of time or both would become an Event of Default.



     “Dollars” and “$” means lawful money of the United States of America.



     “Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule 1 or such other office of
such Lender as such Lender may from time to time specify to the Borrower and the Administrative
Agent.



-6-









 





     “EBITDA” means with respect to the Borrower and its consolidated Subsidiaries, for any
period, without duplication, the amount equal to (a) consolidated Net Income for such period
plus (b) to the extent deducted in determining consolidated Net Income, Interest Expense,
taxes, depreciation, amortization, depletion, non-cash charges related to stock based compensation
under SFAS 123(R), and non-cash losses related to SFAS 133 for such period minus (c) to the
extent included in determining consolidated Net Income, non-cash gains related to SFAS 133.



     “Effective Date” means the date of this Agreement.



     “Eligible Assignee” means (a) any Lender, (b) any Subsidiary or Affiliate of a Lender,
and (c) any other Person (other than a natural person) approved by the Administrative Agent (not to
be unreasonably withheld or delayed); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.



     “Engineering Report” means either an Independent Engineering Report or an Internal
Engineering Report.



     “Environment” or “Environmental” shall have the meanings set forth in 42
U.S.C. 9601(8) (1988).



     “Environmental Claim” means any third party (including governmental agencies and
employees) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent
agreement or notice of potential or actual responsibility or violation (including claims or
proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating
to health or safety of employees) which seeks to impose liability under any Environmental Law.



     “Environmental Law” means, as to the Borrower or its Subsidiaries, all Legal
Requirements or common law theories applicable to the Borrower or its Subsidiaries arising from,
relating to, or in connection with the Environment, health, or safety, including CERCLA, relating
to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or
restoration of the air, surface water, groundwater, land surface or subsurface strata, or other
natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling,
reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants,
contaminants, hazardous, medical infections, or toxic substances, materials or wastes; (d) the
safety or health of employees; or (e) the manufacture, processing, handling, transportation,
distribution in commerce, use, storage or disposal of hazardous, medical infections, or toxic
substances, materials or wastes.



     “Environmental Permit” means any permit, license, order, approval, registration or
other authorization under Environmental Law.



     “Equity Interest” means, with respect to any Person, any shares, interests,
participation, or other equivalents (however designated) of corporate stock, membership interests
or partnership interests (or any other ownership interests) of such Person.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



-7-









 





     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Federal Reserve Board (or any successor), as in effect from time to time.



     “Eurodollar Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule 1 (or, if no such
office is specified, its Domestic Lending Office), or such other office of such Lender as such
Lender may from time to time specify to the Borrower and the Administrative Agent.



     “Eurodollar Rate” means, for the Interest Period for each Eurodollar Rate Advance
comprising the same Borrowing, the interest rate per annum (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum) set forth on Page BBAM of the Bloomberg Financial Markets
Information Service as the London Interbank Offered Rate, for deposits in Dollars at 11:00 a.m.
(London, England time) two Business Days before the first day of such Interest Period and for a
period equal to such Interest Period; provided that if no such quotation appears on such
reference page, the Eurodollar Rate shall be an interest rate per annum equal to the rate per annum
at which deposits in Dollars are offered by the principal office of Union Bank of California, N.A.
in London, England to prime banks in the London interbank market at 11:00 a.m. (London, England
time) two Business Days before the first day of such Interest Period in an amount substantially
equal to the Eurodollar Rate Advance to be maintained by the Lender that is the Administrative
Agent in respect of such Borrowing and for a period equal to such Interest Period.



     “Eurodollar Rate Advance” means an Advance which bears interest as provided in Section
2.06(b).



     “Eurodollar Rate Reserve Percentage” of any Lender for the Interest Period for any
Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if
more than one such percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Federal Reserve Board for determining the maximum
reserve requirement (including any emergency, supplemental, or other marginal reserve requirement)
for such Lender with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities having a term equal to such Interest Period.



     “Event of Default” has the meaning specified in Section 7.01.



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for any such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System or
any of its successors.



-8-









 





     “Financial Statements” means (a) the audited consolidated balance sheet of Knight
Energy Group, LLC and its Subsidiaries as of December 31, 2007 and the related consolidated
statements of income, cash flow, and retained earnings of Knight Energy Group, LLC and its
Subsidiaries, (b) the unaudited balance sheet and unaudited statements of income, cash flows, and
retained earnings of Knight Energy Group, LLC and its Subsidiaries as of March 31, 2008, (c) the
audited consolidated balance sheet of Westside and its Subsidiaries as of December 31, 2007 and the
related consolidated statements of income, cash flow, and retained earnings of Westside and its
Subsidiaries, (d) the unaudited balance sheet and unaudited statements of income, cash flows, and
retained earnings of Westside and its Subsidiaries as of March 31, 2008, and (e) the pro forma
unaudited consolidated balance sheet and pro forma unaudited statements of income, cash flows, and
retained earnings of the Borrower and its Subsidiaries as of March 31, 2008, in each case prepared
in accordance with GAAP, copies of all of which have been delivered to the Administrative Agent and
the Lenders.



     “GAAP” means United States generally accepted accounting principles as in effect from
time to time, applied on a basis consistent with the requirements of Section 1.03.



     “Governmental Authority” means, as to any Person in connection with any subject, any
foreign, national, state or provincial governmental authority, or any political subdivision of any
state thereof, or any agency, department, commission, board, authority or instrumentality, bureau
or court, in each case having jurisdiction over such Person or such Person’s Property in connection
with such subject.



     “Guarantor” means each entity executing a Guaranty, including each Subsidiary of the
Borrower.



     “Guaranty” means a guaranty in form and substance acceptable to the Administrative
Agent and the Lenders and executed by a Guarantor; and “Guaranties” shall mean all such
guaranties collectively.



     “Hazardous Substance” means the substances identified as such pursuant to CERCLA and
those regulated under any other Environmental Law, including pollutants, contaminants, petroleum,
petroleum products, radionuclides, radioactive materials, and medical and infectious waste.



     “Hazardous Waste” means the substances regulated as such pursuant to any Environmental
Law.



     “Hedge Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b)



-9-









 







any and all transactions of any kind, and the related confirmations, which are subject to the
terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related
schedules, a “Master Agreement”), including any such obligations or liabilities under any Master
Agreement.



     “Hydrocarbon Hedge Agreement” means a Hedge Contract which is intended to reduce or
eliminate the risk of fluctuations in the price of Hydrocarbons.



     “Hydrocarbons” means oil, gas, coal seam gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons produced or to be
produced in conjunction therewith from a well bore and all products, by-products, and other
substances derived therefrom or the processing thereof, and all other minerals and substances
produced in conjunction with such substances, including sulfur, geothermal steam, water, carbon
dioxide, helium, and any and all minerals, ores, or substances of value and the products and
proceeds therefrom.



     “Independent Engineer” means any engineering firm acceptable to the Administrative
Agent.



     “Independent Engineering Report” means a report, in form and substance satisfactory to
the Administrative Agent and each of the Lenders, prepared by an Independent Engineer, addressed to
the Administrative Agent and the Lenders with respect to the Oil and Gas Properties owned by the
Borrower or its Subsidiaries (or to be acquired by the Borrower or any of its Subsidiaries, as
applicable) which are or are to be included in the Borrowing Base, which report shall (a) specify
the location, quantity, and type of the estimated Proven Reserves attributable to such Oil and Gas
Properties, (b) contain a projection of the rate of production of such Oil and Gas Properties, (c)
contain an estimate of the net operating revenues to be derived from the production and sale of
Hydrocarbons from such Proven Reserves based on product price and cost escalation assumptions
specified by the Administrative Agent and the Lenders, and (d) contain such other information as is
customarily obtained from and provided in such reports or is otherwise reasonably requested by the
Administrative Agent or any Lender.



     “Interest Expense” means, for the Borrower and its consolidated Subsidiaries for any
period, total interest, letter of credit fees, and other fees and expenses incurred in connection
with any Debt for such period, whether paid or accrued, including all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers’ acceptance financing,
imputed interest under Capital Leases, fees owed with respect to the Obligations, and net costs
under Interest Hedge Agreements, all as determined in conformity with GAAP.



     “Interest Hedge Agreement” means a Hedge Contract between the Borrower and one or more
financial institutions providing for the exchange of nominal interest obligations between the
Borrower and such financial institution or the cap of the interest rate on any Debt of the
Borrower.



-10-









 





     “Interest Period” means, for each Eurodollar Rate Advance comprising part of the same
Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the
Conversion of any Reference Rate Advance into a Eurodollar Rate Advance and ending on the last day
of the period selected by the Borrower pursuant to the provisions below and Section 2.02 and,
thereafter, each subsequent period commencing on the last day of the immediately preceding Interest
Period and ending on the last day of the period selected by the Borrower pursuant to the provisions
below and Section 2.02. The duration of each such Interest Period shall be one, two, three, or if
available, six months, in each case as the Borrower may, upon notice received by the Administrative
Agent not later than 10:00 a.m. (Dallas, Texas, time) on the third Business Day prior to the first
day of such Interest Period, select; provided, however, that:



     (a) the Borrower may not select any Interest Period which ends after the Maturity Date;



     (b) Interest Periods commencing on the same date for Advances comprising part of the same
Borrowing shall be of the same duration;



     (c) whenever the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day; provided that if such extension would cause the last day of such Interest
Period to occur in the next following calendar month, the last day of such Interest Period shall
occur on the next preceding Business Day; and



     (d) any Interest Period which begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the calendar month in which it would have
ended if there were a numerically corresponding day in such calendar month.



     “Internal Engineering Report” means a report, in form and substance satisfactory to
the Administrative Agent and each Lender, prepared by the Borrower and certified by a Responsible
Officer of the Borrower, addressed to the Administrative Agent and the Lenders with respect to the
Oil and Gas Properties owned by the Borrower or any of its Subsidiaries (or to be acquired by the
Borrower or any of its Subsidiaries, as applicable) which are or are to be included in the
Borrowing Base, which report shall (a) specify the location, quantity, and type of the estimated
Proven Reserves attributable to such Oil and Gas Properties, (b) contain a projection of the rate
of production of such Oil and Gas Properties, (c) contain an estimate of the net operating revenues
to be derived from the production and sale of Hydrocarbons from such Proven Reserves based on
product price and cost escalation assumptions specified by the Administrative Agent and the
Lenders, and (d) contain such other information as is customarily obtained from and provided in
such reports or is otherwise reasonably requested by the Administrative Agent or any Lender.



     “Leases” means all oil and gas leases, oil, gas and mineral leases, oil, gas and
casinghead gas leases or any other instruments, agreements, or conveyances under and pursuant to
which the owner thereof has or obtains the right to enter upon lands and explore for, drill, and
develop such lands for the production of Hydrocarbons.



-11-









 





     “Legal Requirement” means, as to any Person, any law, statute, ordinance, decree,
requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing)
of, and the terms of any license or permit issued by, any Governmental Authority, including
Regulations D, T, U, and X, which is applicable to such Person.



     “Lenders” means the lenders listed on the signature pages of this Agreement and each
Eligible Assignee that shall become a party to this Agreement pursuant to Section 9.06.



     “Leverage Ratio” means, as of the end of any fiscal quarter, the ratio of (a) all Debt
of the Borrower and its Subsidiaries as of the last day of such fiscal quarter to (b) the
Borrower’s consolidated EBITDA for the four fiscal quarters then ended.



     “Lien” means any mortgage, lien, pledge, assignment, charge, deed of trust, security
interest, hypothecation, preference, deposit arrangement or encumbrance (or other type of
arrangement having the practical effect of the foregoing) to secure or provide for the payment of
any obligation of any Person, whether arising by contract, operation of law, or otherwise
(including the interest of a vendor or lessor under any conditional sale agreement, synthetic
lease, Capital Lease, or other title retention agreement).



     “Liquid Investments” means:



     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States maturing within 180 days from the date of any
acquisition thereof;



     (b) (i) negotiable or nonnegotiable certificates of deposit, time deposits, or other similar
banking arrangements maturing within 180 days from the date of acquisition thereof or which may be
liquidated for the full amount thereof without penalty or premium (“bank debt securities”), issued
by (A) any Lender or any Senior Lender (or any Affiliate of any Lender or any Senior Lender), or
(B) any other bank or trust company so long as such certificate of deposit is pledged to secure the
Borrower’s or any Subsidiaries’ ordinary course of business bonding requirements, or any other bank
or trust company which has combined capital and surplus and undivided profit of not less than
$500,000,000.00, if at the time of deposit or purchase, such bank debt securities are rated not
less than “AA” (or the then equivalent) by the rating service of Standard & Poor’s Ratings Group or
not less than “Aa” (or the then equivalent) by the rating service of Moody’s Investors Service,
Inc., and (ii) commercial paper issued by (A) any Lender or any Senior Lender (or any Affiliate of
any Lender or any Senior Lender) or (B) any other Person if at the time of purchase such commercial
paper is rated not less than “A-1” (or the then equivalent) by the rating service of Standard &
Poor’s Ratings Group or not less than “P-1” (or the then equivalent) by the rating service of
Moody’s Investors Service, Inc., or upon the discontinuance of both of such services, such other
nationally recognized rating service or services, as the case may be, as shall be selected by the
Borrower with the consent of the Required Lenders;



     (c) deposits in money market funds investing exclusively in investments described in clauses
(a) and (b) above;



-12-









 





     (d) repurchase agreements relating to investments described in clauses (a) and (b) above with
a market value at least equal to the consideration paid in connection therewith, with any Person
who regularly engages in the business of entering into repurchase agreements and has a combined
capital and surplus and undivided profit of not less than $500,000,000.00, if at the time of
entering into such agreement the debt securities of such Person are rated not less than “AA” (or
the then equivalent) by the rating service of Standard & Poor’s Ratings Group or not less than “Aa”
(or the then equivalent) by the rating service of Moody’s Investors Service, Inc.; and



     (e) such other instruments (within the meaning of Article 9 of the Texas Business and Commerce
Code) as the Borrower may request and the Administrative Agent may approve in writing.



     “Loan” means the aggregate principal amount of the Advances made by the Lenders
pursuant to Section 2.01(a).



     “Loan Documents” means this Agreement, the Notes, the Guaranties, the Security
Instruments, the Subordination and Intercreditor Agreement, and each other agreement, instrument,
or document executed by the Borrower, any Guarantor, or any of the Borrower’s or a Guarantor’s
Subsidiaries or any of their officers at any time in connection with this Agreement.



     “Loan Parties” means the Borrower and the Guarantors, collectively, and “Loan
Party” means any one of them.



     “Material Adverse Change” means (a) a material adverse change in the business, assets
(including the Oil and Gas Properties of the Borrower, any Guarantor or any of their respective
Subsidiaries), condition (financial or otherwise), results of operations or prospects of the
Borrower, any Guarantor or any of their respective Subsidiaries since December 31, 2007; (b) a
material adverse change on the validity or enforceability of this Agreement or any of the other
Credit Documents; or (c) a material adverse effect on the Borrower’s, or any Guarantor’s or any
Subsidiary’s ability to perform its obligations under this Agreement, any Note, any Guaranty, or
any other Loan Document.



     “Maturity Date” means August 31, 2012.



     “Maximum Rate” means the maximum nonusurious interest rate under applicable law
(determined under such laws after giving effect to any items which are required by such laws to be
construed as interest in making such determination, including if required by such laws, certain
fees and other costs).



     “Mortgages” means, collectively, each of the mortgage or deed of trust executed by any
one or more of the Borrower, a Guarantor or any of their respective Subsidiaries in favor of the
Administrative Agent for the ratable benefit of the Secured Parties in substantially the form of
the attached Exhibit C or such other form as may be requested by the Administrative Agent, in each
case as the same may be amended, modified, restated or supplemented from time to time, together
with any assumptions or assignments of the obligations thereunder by the Borrower, any Guarantor or
any of their respective Subsidiaries, and “Mortgages” shall mean all of such Mortgages
collectively.



-13-









 





     “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA.



     “Net Income” means, for any period and with respect to any Person, the net income for
such period for such Person after taxes as determined in accordance with GAAP, excluding however,
(a) extraordinary items, including (i) any net non-cash gain or loss during such period arising
from the sale, exchange, retirement or other disposition of capital assets (such term to include
all fixed assets and all securities) other than in the ordinary course of business, and (ii) any
write-up or write-down of assets and (b) the cumulative effect of any change in GAAP.



     “Note” means a promissory note of the Borrower payable to the order of any Lender, in
substantially the form of the attached Exhibit D, evidencing indebtedness of the Borrower to such
Lender resulting from the Advance owing to such Lender.



     “Notice of Borrowing” means a notice of borrowing in the form of the attached Exhibit
E signed by a Responsible Officer of the Borrower.



     “Notice of Conversion or Continuation” means a notice of conversion or continuation in
the form of the attached Exhibit F signed by a Responsible Officer of the Borrower.



     “NPV” means, with respect to any Proven Reserves expected to be produced from any
undivided interests in oil and gas properties, the net present value, discounted at 10% per annum,
of the future net revenues expected to accrue to the Borrower’s or any of its Subsidiary’s
interests in such Proven Reserves (after deducting all existing burdens) during the remaining
expected economic lives of such Proven Reserves. Each calculation of such expected future net
revenues shall be made in accordance with the then existing standards of the Society of Petroleum
Engineers, provided that in any event (a) appropriate deductions shall be made for severance and ad
valorem taxes, and for operating (including purchasing and injecting water), gathering,
transportation and marketing costs required for the production and sale of such reserves, and
(b) the pricing assumptions and escalations used in determining the NPV for any particular reserves
shall be the NYMEX Pricing (or any other pricing assumptions to which the Borrower and Required
Lenders may agree). NPV shall be calculated hereunder in connection with each Engineering Report,
either by the Borrower, by Administrative Agent, or by the third party engineering firm who
prepares such Engineering Report; in the event of any conflict, Administrative Agent’s calculation
shall be conclusive and final, absent manifest error.



     “NYMEX Pricing” means, as of any date of determination with respect to any month:



          (i) for crude oil, the closing settlement price for the Light, Sweet Crude Oil futures
contract for the first nearby month, and




          (ii) for natural gas, the closing settlement price for the Henry Hub Natural Gas futures
contract for the first nearby month,



in each case as published by New York Mercantile Exchange (NYMEX) on its website currently located
at www.nymex.com, or any successor thereto (as such price may be corrected or revised from
time to time by the NYMEX in accordance with its rules and regulations).




-14-









 








     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any
Advance, in each case whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising, and including interest and
fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.



     “Oil and Gas Properties” means fee mineral interests, term mineral interests, Leases,
subleases, farm-outs, royalties, overriding royalties, net profit interests, carried interests,
production payments and similar mineral interests, and all unsevered and unextracted Hydrocarbons
in, under, or attributable to such oil and gas Properties and interests.



     “Patriot Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)).



     “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.



     “PDNP NPV” means the NPV attributable to all PDNP Reserves from the Oil and Gas
Properties of the Borrower and its Subsidiaries and based on an Engineering Report or other
applicable information relating to the Proven Reserves of the Borrower and its Subsidiaries
provided by Borrower.



     “PDP NPV” means the NPV attributable to all PDP Reserves from the Oil and Gas
Properties of the Borrower and its Subsidiaries and based on an Engineering Report or other
applicable information relating to the Proven Reserves of the Borrower and its Subsidiaries
provided by Borrower.



     “Permit” means any approval, certificate of occupancy, consent, waiver, exemption,
variance, franchise, order, permit, authorization, right or license of or from any Governmental
Authority, including an Environmental Permit.



     “Permitted Liens” means the Liens permitted to exist pursuant to Section 6.01.



     “Person” (whether or not capitalized) means an individual, partnership, corporation
(including a business trust), joint stock company, limited liability company, limited liability
partnership, trust, unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof or any trustee, receiver, custodian or similar
official.



     “Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for
employees of the Borrower or any member of the Controlled Group and covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code.



     “Pledge Agreement” means a pledge agreement in form and substance acceptable to the
Administrative Agent and the Lenders and executed by the Borrower or any of its Subsidiaries or



-15-









 







any of the Guarantors, as the same may be amended, modified, restated or supplemented from
time to time.



     “Property” of any Person means any property or assets (whether real, personal, or
mixed, tangible or intangible) of such Person.



     “Pro Rata Share” means, with respect to any Lender, (a) if such Commitments have not
been terminated, the ratio (expressed as a percentage) of such Lender’s Commitment at such time to
the aggregate Commitments at such time, or (ii) if the aggregate Commitments have been terminated,
the ratio (expressed as a percentage) of Advances owing to such Lender to the aggregate Advances
owing to all such Lenders.



     “Proven Reserves” has the meaning given that term in the definitions promulgated by
the Society of Petroleum Evaluation Engineers and the World Petroleum Congress as in effect at the
time in question; “PDP Reserves” means Proved Reserves which are categorized as both
“Developed” and “Producing” in such definitions; “PDNP Reserves” means Proved Reserves
which are categorized as both “Developed” and “Non-Producing” in such definitions; and “PUD
Reserves” means Proved Reserves which are categorized as “Undeveloped” in such definitions.



     “PUD NPV” means the NPV attributable to all PUD Reserves from the Oil and Gas
Properties of the Borrower and its Subsidiaries and based on an Engineering Report or other
applicable information relating to the Proven Reserves of the Borrower and its Subsidiaries
provided by Borrower.



     “Reference Rate” means a fluctuating interest rate per annum as shall be in effect
from time to time equal to the rate of interest publicly announced by Union Bank of California,
N.A., as its reference rate, whether or not the Borrower has notice thereof.



     “Reference Rate Advance” means an Advance which bears interest as provided in Section
2.06(a).



     “Register” has the meaning set forth in Section 9.06(c).



     “Regulations D, T, U, and X” mean Regulations D, T, U, and X of the Federal Reserve
Board, as the same are from time to time in effect, and all official rulings and interpretations
thereunder or thereof.



     “Release” shall have the meaning set forth in CERCLA or under any other Environmental
Law.



     “Required Lenders” means, at any time, Lenders holding 100% of the Commitments or, if
the Commitments have been terminated or expired, the outstanding principal amount of the Advances.



     “Response” shall have the meaning set forth in CERCLA or under any other Environmental
Law.



-16-









 





     “Responsible Officer” means (a) with respect to any Person that is a corporation, such
Person’s Chief Executive Officer, President, Chief Financial Officer, or Vice President, (b) with
respect to any Person that is a limited liability company, a manager or a Responsible Officer of
such Person’s managing member or manager, and (c) with respect to any Person that is a general
partnership, limited partnership or a limited liability partnership, the Responsible Officer of
such Person’s general partner or partners.



     “Restricted Payment” means, with respect to any Person, (a) any direct or indirect
dividend or distribution (whether in cash, securities or other Property) or any direct or indirect
payment of any kind or character (whether in cash, securities or other Property) in consideration
for or otherwise in connection with any retirement, purchase, redemption or other acquisition of
any Equity Interest of such Person, or any options, warrants or rights to purchase or acquire any
such Equity Interest of such Person or (b) principal or interest payments (in cash, Property or
otherwise) on, or redemptions of, subordinated debt of such Person; provided that the term
“Restricted Payment” shall not include any dividend or distribution payable solely in Equity
Interests of the Borrower or warrants, options or other rights to purchase such Equity Interests.



     “Secured Parties” means the Administrative Agent and the Lenders.



     “Security Agreement” means the Security Agreement in substantially the form of the
attached Exhibit G, executed by the Borrower, any of its Subsidiaries, or any of the Guarantors as
the same may be amended, modified, or supplemented from time to time.



     “Security Instruments” means, collectively: (a) the Mortgages, (b) the Transfer
Letters, (c) the Pledge Agreement, (d) the Security Agreement, (e) each other agreement, instrument
or document executed at any time in connection with the Pledge Agreement, the Security Agreement,
or the Mortgages, (f) each agreement, instrument or document executed in connection with the Cash
Collateral Account, and (g) each other agreement, instrument or document executed at any time in
connection with securing the Obligations.



     “Senior Administrative Agent” means Union Bank of California, N.A., in its capacity as
administrative agent under the Senior Credit Agreement, and any successor agent pursuant thereto.



     “Senior Credit Agreement” means the Second Amended and Restated Credit Agreement dated
as of the date hereof among the Borrower, Union Bank of California, N.A., as administrative agent,
and the lenders party thereto from time to time, as the same may be amended, modified, restated or
supplemented in accordance with the terms of the Subordination and Intercreditor Agreement.



     “Senior Debt” means the “Obligations” as defined in the Senior Credit Agreement as in
effect on the date hereof of as modified in accordance with the Subordination and Intercreditor
Agreement.



     “Senior Lenders” means the lenders from time to time parties to the Senior Credit
Agreement.



-17-









 





     “Senior Loan Documents” means the Senior Credit Agreement, the promissory notes
executed and delivered pursuant to the Senior Credit Agreement, all agreements, instruments, or
documents executed at any time in connection with securing the Senior Debt, and each other
agreement, instrument, or document executed by the Borrower or any of its Subsidiaries or any of
their Responsible Officers in connection with the Senior Credit Agreement.



     “Solvent” means, with respect to any Person as of the date of any determination, that
on such date (a) the fair value of the Property of such Person (both at fair valuation and at
present fair saleable value) is greater than the total liabilities, including contingent
liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (c) such Person is able to realize upon its assets and
pay its debts and other liabilities, contingent obligations, and other commitments as they mature
in the normal course of business, (d) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s Property would constitute unreasonably small
capital after giving due consideration to current and anticipated future capital requirements and
current and anticipated future business conduct and the prevailing practice in the industry in
which such Person is engaged. In computing the amount of contingent liabilities at any time, such
liabilities shall be computed at the amount which, in light of the facts and circumstances existing
at such time, represents the amount that can reasonably be expected to become an actual or matured
liability.



     “Subordination and Intercreditor Agreement” means that certain Amended and Restated
Subordination and Intercreditor Agreement, which shall be in a form acceptable to the
Administrative Agent and the Lenders, dated as of the date hereof among the Administrative Agent,
the Borrower, the Guarantors, and the Senior Agent.



     “Subsidiary” of a Person means any corporation or other entity of which more than 50%
of the outstanding Equity Interests having ordinary voting power under ordinary circumstances to
elect a majority of the board of directors or similar governing body of such corporation or other
entity (irrespective of whether at such time Equity Interests of any other class or classes of such
corporation or other entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.
Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary
of the Borrower.



     “Termination Event” means (a) a Reportable Event described in Section 4043 of ERISA
and the regulations issued thereunder (other than a Reportable Event not subject to the provision
for 30-day notice to the PBGC under such regulations), (b) the withdrawal of the Borrower or any of
its Affiliates from a Plan during a plan year in which it was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Plan or the
treatment of a Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of
proceedings to terminate a Plan by the PBGC, or (e) any other event or condition




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which constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan.




     “Total Present Value” means an amount, based on the most recent Engineering Report or
other applicable information provided by Borrower as of the applicable determination date, equal to
the sum of (i) 100% of the PDP NPV plus (ii) 100% of the PDNP NPV plus (iii) 100% of the PUD NPV;
provided that, if the amount in clause (i) does not constitute at least 60% of the Total Present
Value as so calculated, then the Total Present Value shall be equal to an amount equal to (A) 100%
of the PDP NPV divided by (B) .60.



     “Transfer Letters” means, collectively, the letters in lieu of transfer orders in
substantially the form of the attached Exhibit H and executed by the Borrower, any Guarantor or any
of their respective Subsidiaries executing a Mortgage, as each of the same may be amended, modified
or supplemented from time to time.



     “Type” has the meaning set forth in Section 1.04.



     “Westside” means Westside Energy Corporation, a Nevada corporation. Westside is the
Borrower, and its name was changed to “Crusader Energy Group Inc.” upon the closing of the Business
Combination.



     Section 1.02 Computation of Time Periods. In this Agreement, with respect to the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.



     Section 1.03 Accounting Terms; Changes in GAAP. Except as otherwise expressly
provided herein, all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of
delivery thereof) be prepared, in accordance with GAAP applied on a basis consistent with those
used in the preparation of the latest financial statements furnished to the Lenders hereunder
(which prior to the delivery of the first financial statements under Section 5.06, shall mean the
Financial Statements). All calculations made for the purposes of determining compliance with this
Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP
applied on a basis consistent with that used in the preparation of the annual or quarterly
financial statements furnished to the Lenders pursuant to Section 5.06 most recently delivered
prior to or concurrently with such calculations (or, prior to the delivery of the first financial
statements under Section 5.06, used in the preparation of the Financial Statements). In addition,
all calculations and defined accounting terms used herein shall, unless expressly provided
otherwise, when referring to any Person, where applicable, refer to such Person on a consolidated
basis and mean such Person and its consolidated Subsidiaries.



     Section 1.04 Types of Advances. Advances are distinguished by “Type.” The “Type” of
an Advance refers to the determination whether such Advance is a Eurodollar Rate Advance or
Reference Rate Advance.



     Section 1.05 Miscellaneous. Article, Section, Schedule, and Exhibit references are to
Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise



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specified.
All references to instruments, documents, contracts, and agreements are references to such
instruments, documents, contracts, and agreements as the same may be amended, supplemented, and
otherwise modified from time to time, unless otherwise specified. The words “hereof”, “herein”,
and “hereunder” and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The term “including”
means “including, without limitation,”. Paragraph headings have been inserted in this Agreement as
a matter of convenience for reference only and it is agreed that such paragraph headings are not a
part of this Agreement and shall not be used in the interpretation of any provision of this
Agreement.



ARTICLE II




CREDIT FACILITIES




     Section 2.01 Commitment for Advances.



     (a) Advances.




     (i) Each Lender having a Commitment as of the Effective Date severally agrees, on the
terms and conditions set forth in this Agreement, to make a single advance term loan on the
Effective Date in accordance with its Pro Rata Share on a non-revolving basis to the
Borrower in an amount equal to such Lender’s Commitment as of the Effective Date.




     (ii) Any Advances which have been prepaid or repaid may not be reborrowed.



     (b) Notes. The indebtedness of the Borrower to each Lender resulting from the Advance
owing to such Lender shall be evidenced by a Note of the Borrower payable to the order of such
Lender.



     Section 2.02 Method of Borrowing.



     (a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing (or by
telephone notice promptly confirmed in writing by a Notice of Borrowing), given not later than
10:00 a.m. (Dallas, Texas, time) (i) on the third Business Day before the date of the proposed
Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances or (ii) on the Business
Day of the proposed Borrowing, in the case of a Borrowing comprised of Reference Rate Advances, by
the Borrower to the Administrative Agent, which shall in turn give to each Lender prompt notice of
such proposed Borrowing by facsimile. Each Notice of a Borrowing shall be made in writing
(including by facsimile) or by electronic mail and specifying the information required therein;
provided that, delivery by electronic mail shall be made to two separate officers of the
Administrative Agent. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances,
the Administrative Agent shall promptly notify each Lender of the applicable interest rate under
Section 2.06(b). Each Lender shall, before Noon (Dallas, Texas, time) on the date of such
Borrowing, make available for the account of its Applicable Lending
Office to the Administrative Agent at its address referred to in Section 9.02, or such other
location as the Administrative Agent may specify by notice to the Lenders, in same day funds, in



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the case of a Borrowing, such Lender’s Pro Rata Share of such Borrowing. After the Administrative
Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent shall make such funds available to the Borrower at its
account with the Administrative Agent.



     (b) Conversions and Continuations. The Borrower may elect to Convert or continue any
Borrowing under this Section 2.02 by delivering an irrevocable Notice of Conversion or Continuation
to the Administrative Agent at the Administrative Agent’s office no later than 10:00 a.m. (Dallas,
Texas, time) (i) on the date which is at least three Business Days in advance of the proposed
Conversion or continuation date in the case of a Conversion to or a continuation of a Borrowing
comprised of Eurodollar Rate Advances and (ii) on the Business Day of the proposed Conversion, in
the case of a Conversion to a Borrowing comprised of Reference Rate Advances. Each such Notice of
Conversion or Continuation shall be made in writing (including by facsimile) or by electronic mail
promptly and specifying the information required therein; provided that, delivery by electronic
mail shall be made to two separate officers of the Administrative Agent. Promptly after receipt of
a Notice of Conversion or Continuation under this Section, the Administrative Agent shall provide
each Lender with a copy thereof and, in the case of a Conversion to or a continuation of a
Borrowing comprised of Eurodollar Rate Advances, notify each Lender of the applicable interest rate
under Section 2.06(b).



     (c) Certain Limitations. Notwithstanding anything to the contrary contained in
Sections 2.02(a) and (b) above:



          (i) at no time shall there be more than one Interest Period applicable to outstanding
Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances for any Borrowing
at any time that a Default has occurred and is continuing;




          (ii) if any Lender shall, at least one Business Day before the date of any requested
Borrowing, Conversion, or continuation, notify the Administrative Agent that the introduction of or
any change in or in the interpretation of any law or regulation makes it unlawful, or that any
central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its
Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate
Advances or to fund or maintain Eurodollar Rate Advances, the right of the Borrower to select
Eurodollar Rate Advances from such Lender shall be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer exist, and the
Advance made by such Lender in respect of such Borrowing, Conversion, or continuation shall be a
Reference Rate Advance;




          (iii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar
Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar
Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist, and each Advance comprising such Borrowing shall be a Reference Rate
Advance;




          (iv) if the Required Lenders shall, at least one Business Day before the date of any requested
Borrowing, notify the Administrative Agent that the Eurodollar Rate for



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Eurodollar Rate Advances
comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding
their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the
Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing
shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist, and each Advance comprising such
Borrowing shall be a Reference Rate Advance; and




          (v) if the Borrower shall fail to select the duration or continuation of any Interest Period
for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01 and Sections 2.02(a) and (b), the Administrative Agent shall
forthwith so notify the Borrower and the Lenders and such Advances shall be made available to the
Borrower on the date of such Borrowing as Reference Rate Advances or, if an existing Advance,
Convert into Reference Rate Advances.




     (d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or
Continuation shall be irrevocable and binding on the Borrower. In the case of any Borrowing for
which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the
Borrower shall indemnify each Lender against any loss, out-of-pocket cost, or expense incurred by
such Lender as a result of any failure by the Borrower to fulfill on or before the date specified
in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III
including any loss (including any loss of anticipated profits), cost, or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.



     (e) Administrative Agent Reliance. Unless the Administrative Agent shall have
received notice from a Lender before the date of any Borrowing that such Lender shall not make
available to the Administrative Agent such Lender’s Pro Rata Share of a Borrowing, the
Administrative Agent may assume that such Lender has made its Pro Rata Share of such Borrowing
available to the Administrative Agent on the date of such Borrowing in accordance with Section
2.02(a), and the Administrative Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and to the extent that any Lender shall not have
so made its Pro Rata Share of such Borrowing available to the Administrative Agent, such Lender and
the Borrower severally agree to immediately repay to the Administrative Agent on demand such
corresponding amount, together with interest on such amount, for each day from the date such amount
is made available to the Borrower until the date such amount is repaid to the Administrative Agent,
at (i) in the case of the Borrower, the interest rate applicable on such day to Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for such day. If such
Lender shall repay to the Administrative Agent such corresponding amount and interest as provided
above, such corresponding amount so repaid shall constitute such Lender’s Advance as part of such
Borrowing for purposes of this Agreement even though not made on the same day as the other Advances
comprising such Borrowing.



     (f) Lender Obligations Several. The failure of any Lender to make the Advance to be
made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any,
to



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make its Advance on the date of such Borrowing. No Lender shall be responsible for the failure
of any other Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.



     Section 2.03 Reduction of the Commitment.



     (a) The Commitments shall automatically and permanently be reduced to $0 upon the making of
the Advances on the Effective Date.



     Section 2.04 Prepayment of Advances.



     (a) Optional. The Borrower may prepay the Advances, after giving by 10:00 a.m.
(Dallas, Texas, time): (i) in the case of Eurodollar Rate Advances, at least three Business Days’
or (ii) in the case of Reference Rate Advances, same Business Day’s, irrevocable prior written
notice to the Administrative Agent stating the proposed date and aggregate principal amount of such
prepayment. If any such notice is given, the Borrower shall prepay the Advances in whole or
ratably in part in an aggregate principal amount equal to the amount specified in such notice,
together with (i) the accrued interest to the date of such prepayment on the principal amount
prepaid and (ii) the amounts, if any, required to be paid pursuant to Section 2.09 as a result of
such prepayment being made on such date; provided, however, that each partial prepayment shall be
made in minimum amounts of $1,000,000 and in integral multiples of $500,000 in excess thereof, and
full prepayments of any Borrowing are permitted without restriction of amounts.



     (b) Mandatory. If a Change of Control shall occur and the Borrower has not optionally
prepaid in full the outstanding principal amount of the Advances concurrently with the consummation
of such Change of Control, at the Lenders’ option (which option may be exercised in their sole
discretion) the Borrower shall prepay the outstanding principal amount of the Advances, in whole or
in part as elected by the Lenders, together with (i) the accrued interest to the date of such
prepayment on the principal amount prepaid and (ii) the amounts, if any, required to be paid
pursuant to Section 2.09 as a result of such prepayment being made on such date. If the Lenders
require the Borrower to prepay the Advances as provided above, the Administrative Agent shall so
notify the Borrower in writing, which notice shall specify the amount to be paid by the Borrower
pursuant to this Section 2.04(b). The Borrower shall pay all such amounts in full within two
Business Days of receipt of such notice. The foregoing will not be deemed to be a consent by
Lenders to any Change of Control or a waiver of any Default resulting therefrom.



     (c) Illegality. If any Lender shall notify the Administrative Agent and the Borrower
that the introduction of or any change in or in the interpretation of any law or regulation makes
it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful
for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to
maintain any Eurodollar Rate Advances of such Lender then outstanding hereunder, (i) the Borrower
shall, no later than 10:00 a.m. (Dallas, Texas, time) (A) if not prohibited by law, on the last
day of the Interest Period for each outstanding Eurodollar Rate Advance made by such Lender or
(B) if required by such notice, on the second Business Day following its receipt of
such notice, prepay all of the Eurodollar Rate Advances made by such Lender then outstanding,
together with accrued interest on the principal amount prepaid to the date of such prepayment



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and
amounts, if any, required to be paid pursuant to Section 2.09 as a result of such prepayment being
made on such date, (ii) such Lender shall simultaneously make a Reference Rate Advance to the
Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Rate
Advances prepaid to such Lender, and (iii) the right of the Borrower to select Eurodollar Rate
Advances from such Lender for any subsequent Borrowing shall be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such suspension no longer exist.



     (d) No Additional Right; Ratable Prepayment. The Borrower shall have no right to
prepay any principal amount of any Advance except as provided in this Section 2.04, and all notices
given pursuant to this Section 2.04 shall be irrevocable and binding upon the Borrower. Each
payment of any Advance pursuant to this Section 2.04 shall be made in a manner such that all
Advances comprising part of the same Borrowing are paid in whole or ratably in part.



     Section 2.05 Repayment of Advances. The Borrower shall repay to the Administrative
Agent for the ratable benefit of the Lenders the outstanding principal amount of each Advance,
together with any accrued interest thereon, on the Maturity Date or such earlier date pursuant to
Section 7.02 or Section 7.03.



     Section 2.06 Interest. The Borrower shall pay interest on the unpaid principal amount
of each Advance made by each Lender from the date of such Advance until such principal amount shall
be paid in full, at the following rates per annum:



     (a) Reference Rate Advances. If such Advance is a Reference Rate Advance, a rate per
annum equal at all times to the Adjusted Reference Rate in effect from time to time plus the
Applicable Margin in effect from time to time, payable quarterly in arrears on the last day of each
March, June, September, and December and on the date such Reference Rate Advance shall be paid in
full.



     (b) Eurodollar Rate Advances. If such Advance is a Eurodollar Rate Advance, a rate
per annum equal at all times during the Interest Period for such Advance to the Eurodollar Rate for
such Interest Period plus the Applicable Margin in effect from time to time, payable on the last
day of such Interest Period, and in the case of six-month Interest Periods, on the day which occurs
during such Interest Period three months from the first day of such Interest Period.



     (c) Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to each
Lender, so long as any such Lender shall be required under regulations of the Federal Reserve Board
to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of
such Lender, from the effective date of such Advance until such principal amount is paid in full,
at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of
such Lender for such Interest Period, payable on each date on which interest is payable on such
Advance. Such additional interest payable to any Lender shall be
determined by such Lender and notified to the Borrower through the Administrative Agent (such



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notice to include the calculation of such additional interest, which calculation shall be
conclusive in the absence of manifest error).



     (d) Usury Recapture.



          (i) If, with respect to any Lender, the effective rate of interest contracted for under the
Loan Documents, including the stated rates of interest and fees contracted for hereunder and any
other amounts contracted for under the Loan Documents which are deemed to be interest, at any time
exceeds the Maximum Rate, then the outstanding principal amount of the loans made by such Lender
hereunder shall bear interest at a rate which would make the effective rate of interest for such
Lender under the Loan Documents equal the Maximum Rate until the difference between the amounts
which would have been due at the stated rates and the amounts which were due at the Maximum Rate
(the “Lost Interest”) has been recaptured by such Lender.




          (ii) If, when the loans made hereunder are repaid in full, the Lost Interest has not been
fully recaptured by such Lender pursuant to the preceding paragraph, then, to the extent permitted
by law, for the loans made hereunder by such Lender the interest rates charged under Section 2.06
hereunder shall be retroactively increased such that the effective rate of interest under the Loan
Documents was at the Maximum Rate since the effectiveness of this Agreement to the extent necessary
to recapture the Lost Interest not recaptured pursuant to the preceding sentence and, to the extent
allowed by law, the Borrower shall pay to such Lender the amount of the Lost Interest remaining to
be recaptured by such Lender.




          (iii) NOTWITHSTANDING THE FOREGOING OR ANY OTHER TERM IN THIS AGREEMENT AND THE LOAN DOCUMENTS
TO THE CONTRARY, IT IS THE INTENTION OF EACH LENDER AND THE BORROWER TO CONFORM STRICTLY TO ANY
APPLICABLE USURY LAWS. ACCORDINGLY, IF ANY LENDER CONTRACTS FOR, CHARGES, OR RECEIVES ANY
CONSIDERATION WHICH CONSTITUTES INTEREST IN EXCESS OF THE MAXIMUM RATE, THEN ANY SUCH EXCESS SHALL
BE CANCELED AUTOMATICALLY AND, IF PREVIOUSLY PAID, SHALL AT SUCH LENDER’S OPTION BE APPLIED TO THE
OUTSTANDING AMOUNT OF THE LOANS MADE HEREUNDER BY SUCH LENDER OR BE REFUNDED TO THE BORROWER.




     Section 2.07 Payments and Computations.



     (a) Payment Procedures. The Borrower shall make each payment under this Agreement and
under the Notes not later than 10:00 a.m. (Dallas, Texas, time) on the day when due in Dollars to
the Administrative Agent at the location referred to in the Notes (or such other location as the
Administrative Agent shall designate in writing to the Borrower) in same day funds without
deduction, setoff, or counterclaim of any kind. The Administrative Agent shall promptly thereafter
cause to be distributed like funds relating to the payment of principal, interest or fees ratably
(other than amounts payable solely to the Administrative Agent or a specific Lender pursuant to
Section 2.06(c), 2.09, 2.10, 2.11, 8.05, or 9.07, but after taking into account payments effected
pursuant to Section 9.04) in accordance with each Lender’s Pro Rata Share to the Lenders for the
account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such Lender for the



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account of its Applicable Lending Office, in each case to be applied in accordance with the terms
of this Agreement.



     (b) Computations. All computations of interest based on the Reference Rate and of
fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the
case may be, and all computations of interest based on the Eurodollar Rate and the Federal Funds
Rate shall be made by the Administrative Agent, on the basis of a year of 360 days, in each case
for the actual number of days (including the first day, but excluding the last day) occurring in
the period for which such interest or fees are payable. Each determination by the Administrative
Agent of an interest rate or fee shall be conclusive and binding for all purposes, absent manifest
error.



     (c) Non-Business Day Payments. Whenever any payment shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of payment of interest or
fees, as the case may be; provided, however, that if such extension would cause payment of interest
on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day.



     (d) Administrative Agent Reliance. Unless the Administrative Agent shall have
received written notice from the Borrower prior to the date on which any payment is due to the
Lenders that the Borrower shall not make such payment in full, the Administrative Agent may assume
that the Borrower has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender
on such date an amount equal to the amount then due such Lender. If and to the extent the Borrower
shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to
the Administrative Agent forthwith on demand such amount distributed to such Lender, together with
interest, for each day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, at the Federal Funds Rate for such day.



     Section 2.08 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of the Advances made by it in excess of its Pro Rata Share of payments on account of the
Advances obtained by all the Lenders, such Lender shall notify the Administrative Agent and
forthwith purchase from the other Lenders such participations in the Advances made by them or held
by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded
and such Lender shall repay to the purchasing Lender the purchase price to the extent of such
Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by
such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of
such excess payment) of such recovery, together with an amount equal to such Lender’s ratable share
(according to the proportion of (i) the amount of such Lender’s required repayment to the
purchasing Lender to (ii) the total amount of all such required repayments to the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing



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a participation from another Lender pursuant to this Section 2.08 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation.



     Section 2.09 Breakage Costs. If (a) any payment of principal of any Eurodollar Rate
Advance is made other than on the last day of the Interest Period for such Advance, whether as a
result of any payment pursuant to Section 2.04, the acceleration of the maturity of the Notes
pursuant to Article VII, or otherwise, or (b) the Borrower fails to make a principal or interest
payment with respect to any Eurodollar Rate Advance on the date such payment is due and payable,
the Borrower shall, within 10 days of any written demand sent by any Lender to the Borrower through
the Administrative Agent, pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, out-of-pocket costs or
expenses which it may reasonably incur as a result of such payment or nonpayment, including any
loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.



     Section 2.10 Increased Costs.



     (a) Eurodollar Rate Advances. If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve requirements included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii)
the compliance with any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the cost to any Lender of
agreeing to make or making, funding, or maintaining Eurodollar Rate Advances, then the Borrower
shall from time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), immediately pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost and detailing the calculation of such cost submitted to the
Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.



     (b) Capital Adequacy. If any Lender determines in good faith that compliance with any
law or regulation or any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law) affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such Lender and that the
amount of such capital is increased by or based upon the existence of such Lender’s commitment to
lend and other commitments of this type, then, upon 30 days’ prior written notice by such Lender
(with a copy of any such demand to the Administrative Agent), the Borrower shall immediately pay to
the Administrative Agent for the account of such Lender from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender, in light of such circumstances, to
the extent that such Lender reasonably determines such increase in capital to be allocable to the
existence of such Lender’s commitment to lend under this Agreement. A certificate as to such
amounts and detailing the calculation of such amounts
submitted to the Borrower by such Lender shall be conclusive and binding for all purposes,
absent manifest error.



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     Section 2.11 Taxes.



     (a) No Deduction for Certain Taxes. Any and all payments by the Borrower shall be
made, in accordance with Section 2.07, free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of
which such Lender or the Administrative Agent (as the case may be) is organized or any political
subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each
Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political
subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable to any Lender or the Administrative Agent: (i) the sum
payable shall be increased as may be necessary so that, after making all required deductions
(including deductions applicable to additional sums payable under this Section 2.11), such Lender
or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made; provided, however, that if the Borrower’s obligation to
deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to
provide the forms described in Section 2.11(d) and such Lender or the Administrative Agent could
have provided such forms, no such increase shall be required; (ii) the Borrower shall make such
deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.



     (b) Other Taxes. In addition, the Borrower agrees to pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar levies which arise
from any payment made or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement, the Notes, or the other Loan Documents (hereinafter referred to as “Other
Taxes”).



     (c) Indemnification. THE BORROWER INDEMNIFIES EACH LENDER AND THE ADMINISTRATIVE
AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING ANY TAXES OR OTHER TAXES IMPOSED BY
ANY JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 2.11) PAID BY SUCH LENDER OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING INTEREST AND EXPENSES)
ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY
OR LEGALLY ASSERTED. EACH PAYMENT REQUIRED TO BE MADE BY THE BORROWER IN RESPECT OF THIS
INDEMNIFICATION SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF ANY PARTY CLAIMING
SUCH INDEMNIFICATION WITHIN 30 DAYS FROM THE DATE THE BORROWER RECEIVES WRITTEN DEMAND THEREFOR
FROM THE ADMINISTRATIVE AGENT ON BEHALF OF ITSELF AS ADMINISTRATIVE AGENT OR ANY SUCH LENDER. IF
ANY LENDER OR THE ADMINISTRATIVE AGENT RECEIVES A REFUND IN RESPECT OF ANY TAXES
PAID BY THE BORROWER UNDER THIS SECTION 2.11(C), SUCH LENDER OR THE ADMINISTRATIVE AGENT AS
THE CASE MAY BE, SHALL PROMPTLY PAY TO THE BORROWER THE BORROWER’S SHARE OF SUCH REFUND.



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     (d) Foreign Lender Withholding Exemption. Each Lender that is not incorporated under
the laws of the United States of America or a state thereof agrees that it shall deliver to the
Borrower and the Administrative Agent (i) two duly completed copies of United States Internal
Revenue Service Form W8-ECI or W8-BEN or successor applicable form, as the case may be, certifying
in each case that such Lender is entitled to receive payments under this Agreement and the Notes
payable to it, without deduction or withholding of any United States federal income taxes, (ii) if
applicable, an Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the case
may be, to establish an exemption from United States backup withholding tax, and (iii) any other
governmental forms which are necessary or required under an applicable tax treaty or otherwise by
law to reduce or eliminate any withholding tax, which have been reasonably requested by the
Borrower. Each Lender which delivers to the Borrower and the Administrative Agent a Form W8-ECI or
W8-BEN and Form W-8 or W-9 pursuant to the next preceding sentence further undertakes to deliver to
the Borrower and the Administrative Agent two further copies of the said letter and Form W8-ECI or
W8-BEN and Form W-8 or W-9, or successor applicable forms, or other manner of certification, as the
case may be, on or before the date that any such letter or form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent letter and form previously
delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals
thereof as may reasonably be requested by the Borrower and the Administrative Agent certifying in
the case of a Form W8-ECI or W8-BEN that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income taxes. If an event
(including any change in treaty, law or regulation) has occurred prior to the date on which any
delivery required by the preceding sentence would otherwise be required which renders all such
forms inapplicable or which would prevent any Lender from duly completing and delivering any such
letter or form with respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or withholding of United States
federal income tax, and in the case of a Form W-8 or W-9, establishing an exemption from United
States backup withholding tax, such Lender shall not be required to deliver such letter or forms.
The Borrower shall withhold tax at the rate and in the manner required by the laws of the United
States with respect to payments made to a Lender failing to timely provide the requisite Internal
Revenue Service forms.



ARTICLE III




CONDITIONS OF LENDING




     Section 3.01 Conditions Precedent to Effectiveness. The Existing Credit Agreement
shall be amended and restated in its entirety as set forth herein and this Agreement shall become
effective upon the occurrence of the following conditions precedent:



     (a) Documentation. The Administrative Agent shall have received the following duly
executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent
and the Lenders, and, where applicable, in sufficient copies for each Lender:



          (i) this Agreement, a Note payable to the order of each Lender in the amount of its
Commitment, the Guaranties, the Pledge Agreements, the Security Agreements, and Mortgages
encumbering substantially all of the Borrower’s and its Subsidiaries’ Proven Reserves




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and Oil and
Gas Properties in connection therewith, and each of the other Loan Documents, including the
Subordination and Intercreditor Agreement, and all attached exhibits and schedules;




          (ii) favorable opinions of the Borrower’s, its Subsidiaries’, and the Guarantors’ counsel
dated as of the date of this Agreement in form and substance reasonably satisfactory to the Lenders
and the Administrative Agent and covering such matters as any Lender through the Administrative
Agent may reasonably request;




          (iii) copies, certified as of the date of this Agreement by a Responsible Officer of the
Borrower of (A) the resolutions of the board of directors of the Borrower approving the Loan
Documents to which the Borrower is a party, (B) the articles of incorporation and bylaws of the
Borrower, (C) all other documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Agreement, the Note, and the other Loan Documents, and (D)
the Contribution Agreement as in effect on the Effective Date;




          (iv) certificates of a Responsible Officer of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement, the Notes, the
Security Instruments, the Notices of Borrowing, the Notices of Conversion or Continuation, and the
other Loan Documents to which the Borrower is a party;




          (v) copies, certified as of the date of this Agreement by a Responsible Officer or the
secretary or an assistant secretary of each Guarantor of (A) the resolutions of the Board of
Managers (or other applicable governing body) of such Guarantor approving the Loan Documents to
which it is a party, (B) the articles or certificate (as applicable) of incorporation or
organization and bylaws (or equivalent) of such Guarantor, and (C) all other documents evidencing
other necessary corporate action and governmental approvals, if any, with respect to the Guaranty,
the Security Instruments, and the other Loan Documents to which such Guarantor is a party;




          (vi) a certificate of the secretary or an assistant secretary of each Guarantor certifying the
names and true signatures of officers of such Guarantor authorized to sign the Guaranty, Security
Instruments and the other Loan Documents to which such Guarantor is a party;




          (vii) a certificate dated as of the date of this Agreement from a Responsible Officer of the
Borrower stating that (A) all representations and warranties of the Borrower set forth in this
Agreement are true and correct in all material respects; (B) no Default has occurred and is
continuing; and (C) the conditions in this Section 3.01 have been met;




          (viii) appropriate UCC-1 and UCC-3, as applicable, financing statements covering the
Collateral for filing with the appropriate authorities and any other documents, agreements or
instruments necessary to create an Acceptable Security Interest in such Collateral;




          (ix) stock certificates required in connection with the Pledge Agreements and stock powers
executed in blank for each such stock certificate;




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          (x) insurance certificates evidencing insurance and endorsements thereof which meet the
requirements of this Agreement and the Security Instruments, and which are otherwise satisfactory
to the Administrative Agent;




          (xi) the initial Independent Engineering Reports dated effective as of a date acceptable to
the Administrative Agent; and




          (xii) such other documents, governmental certificates, agreements and lien searches as the
Administrative Agent or any Lender may reasonably request.




     (b) Payment of Fees. On the date of this Agreement, the Borrower shall have paid all
costs and expenses that have been invoiced and are payable pursuant to Section 9.04.



     (c) Delivery of Financial Statements. The Administrative Agent and the Lenders shall
have received true and correct copies of (i) the Financial Statements and (ii) such other financial
information as the Lenders may reasonably request.



     (d) Security Instruments. The Administrative Agent shall have received all
appropriate evidence required by the Administrative Agent and the Lenders in their sole discretion
necessary to determine that the Administrative Agent (for its benefit and the benefit of the
Secured Parties) shall have an Acceptable Security Interest in the Collateral (which shall include
all of the Oil and Gas Properties of the Borrower and the Guarantors) and that all actions or
filings necessary to protect, preserve and validly perfect such Liens have been made, taken or
obtained, as the case may be, and are in full force and effect.



     (e) Title. The Administrative Agent shall be satisfied in its sole discretion with
the title to the Oil and Gas Properties included in the Borrowing Base and that such Oil and Gas
Properties constitute a percentage of such Collateral reasonably satisfactory to the Administrative
Agent. The Administrative Agent acknowledges that this condition has been met prior to the
Effective Date. The preceding sentence shall not affect Borrower’s obligations pursuant to Section
5.12.



     (f) No Default. No Default shall have occurred and be continuing.



     (g) Representations and Warranties. The representations and warranties contained in
Article IV and in each other Loan Document shall be true and correct in all material respects.



     (h) Material Adverse Change. No change, occurrence or development that would have a
material adverse effect on the business, assets, liabilities, operations, or financial condition of
the Borrower and its Subsidiaries, taken as a whole, shall have occurred.



     (i) Consents, Licenses, Approvals, etc. The Administrative Agent shall have received
true copies (certified to be such by the Borrower or other appropriate party) of all consents,
licenses and approvals required in accordance with applicable law, or in accordance with any
document, agreement, instrument or arrangement to which the Borrower, the
Guarantors and their respective Subsidiaries is a party, in connection with the execution,
delivery, performance, validity and enforceability of this Agreement and the other Loan Documents.
In addition, the Borrower, the Guarantors and their respective Subsidiaries shall



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have all such
material consents, licenses and approvals required in connection with the continued operation of
the Borrower the Guarantors and their respective Subsidiaries and such approvals shall be in full
force and effect, and all applicable waiting periods shall have expired without any action being
taken or threatened by any competent authority which would restrain, prevent or otherwise impose
adverse conditions on this Agreement and the actions contemplated hereby.



     (j) Material Contracts. The Borrower shall have delivered to the Administrative Agent
copies of all material contracts, agreements or instruments listed on the attached Schedule 4.21.



     (k) Senior Debt. The Borrower shall have entered into the Senior Credit Agreement and
the Subordination and Intercreditor Agreement, the terms and conditions thereof shall be reasonably
satisfactory to the Administrative Agent and the Lenders, and the conditions precedent set forth in
Section 3.01 of the Senior Credit Agreement shall contemporaneously herewith have been satisfied or
waived in writing as of the date hereof. The Borrower shall have delivered copies of the Senior
Credit Agreement, and each other agreement, instrument, or document executed by the Borrower or any
of its Subsidiaries or any of their Responsible Officers at any time in connection with the Senior
Credit Agreement on or before the date hereof.



     (l) Use of Proceeds. The Borrower shall have delivered to the Administrative Agent a
flow of funds memo outlining the uses to which the proceeds of the Advances will be applied on the
Effective Date.



     (m) USA Patriot Act. The Borrower has delivered to each Lender that is subject to the
Patriot Act such information requested by such Lender in order to comply with the Patriot Act.



     (n) Business Combination. (i) The representations and warranties of the Crusader
Entities and Westside under the Contribution Agreement shall be true and correct in all material
respects; (ii) all conditions precedent to the Business Combination as set forth in Article VII of
the Contribution Agreement (other than the conditions set forth in Section 7.3(g) and Section
7.3(h) thereof) shall be met (rather than waived), and both the Crusader Entities and Westside
shall be obligated (and would be obligated without giving effect to any waivers of conditions
(other than the conditions set forth in Section 7.3(g) and Section 7.3(h) of the Contribution
Agreement), waivers of defaults, or waivers of incorrect representations or warranties) to enter
into the Business Combination pursuant to the terms of the Contribution Agreement; (iii) the
Business Combination shall be consummated simultaneously with the funding of the initial Advance
under this Agreement; and (iv) the pre-Business Combination management team of the Crusader
Subsidiaries shall be retained as the management team for the Borrower and its Subsidiaries after
the consummation of the Business Combination.



     Section 3.02 Conditions Precedent to All Advances. The obligation of each Lender to
make an Advance on the occasion of each Borrowing shall be subject to the further conditions
precedent that on the date of such Borrowing:



     (a) the following statements shall be true (and each of the giving of the applicable Notice of
Borrowing, Notice of Conversion or Continuation, and the acceptance by the Borrower



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of the proceeds
of such Borrowing shall constitute a representation and warranty by the Borrower that on the date
of such Borrowing, such statements are true):



          (i) the representations and warranties contained in Article IV of this Agreement and the
representations and warranties contained in the Security Instruments, the Guaranties, and each of
the other Loan Documents are true and correct in all material respects on and as of the date of
such Borrowing, before and after giving effect to such Borrowing and to the application of the
proceeds from such Borrowing, as though made on and as of such date; and




          (ii) no Default has occurred and is continuing or would result from such Borrowing or from the
application of the proceeds therefrom; and




     (b) the Administrative Agent shall have received such other approvals, opinions, or documents
reasonably deemed necessary or desirable by any Lender as a result of circumstances occurring after
the date of this Agreement, as any Lender through the Administrative Agent may reasonably request.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES



The Borrower represents and warrants as follows:




     Section 4.01 Existence; Subsidiaries. The Borrower is a corporation duly organized
and validly existing under the laws of Nevada and in good standing and qualified to do business in
each jurisdiction where its ownership or lease of Property or conduct of its business requires such
qualification. Each Subsidiary of the Borrower is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of formation and in good standing and qualified to do
business in each jurisdiction where its ownership or lease of Property or conduct of its business
requires such qualification. The Borrower has no Subsidiaries other than those listed on Schedule
4.01.



     Section 4.02 Power. The execution, delivery, and performance by the Borrower of this
Agreement, the Notes, and the other Loan Documents to which it is a party and by the Guarantors of
the Guaranties and the other Loan Documents to which they are a party and the consummation of the
transactions contemplated hereby and thereby (a) are within the Borrower’s and such Guarantors’
governing powers, (b) have been duly authorized by all necessary governing action, (c) do not
contravene (i) the Borrower’s or any Guarantor’s certificate or articles of incorporation, bylaws,
limited liability company agreement, or other similar governance documents or (ii) any law or any
contractual restriction binding on or affecting the Borrower or any Guarantor, and (d) will not
result in or require the creation or imposition of any Lien prohibited by this Agreement. At the
time of each Advance such Advance and the use of the proceeds of such Advance will be within each
Loan Party’s governing powers, will have been duly authorized by all necessary corporate action,
will not contravene (i) any Loan Party’s
organizational documents or (ii) any law or any contractual restriction binding on or
affecting



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any Loan Party and will not result in or require the creation or imposition of any Lien
prohibited by this Agreement.



     Section 4.03 Authorization and Approvals. No consent, order, authorization, or
approval or other action by, and no notice to or filing with, any Governmental Authority or any
other Person is required for the due execution, delivery, and performance by the Borrower of this
Agreement, the Notes, or the other Loan Documents to which the Borrower is a party or by each
Guarantor of its Guaranty or the other Loan Documents to which it is a party or the consummation of
the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval
or other action by, and no notice to or filing with, any Governmental Authority will be required
for such Borrowing or the use of the proceeds of such Borrowing.



     Section 4.04 Enforceable Obligations. This Agreement, the Notes, and the other Loan
Documents to which the Borrower is a party have been duly executed and delivered by the Borrower,
and the Guaranties and the other Loan Documents to which each Guarantor is a party have been duly
executed and delivered by such Guarantor. Each Loan Document is the legal, valid, and binding
obligation of the Borrower and any Guarantor which is a party to it enforceable against the
Borrower and each such Guarantor in accordance with its terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law
affecting creditors’ rights generally and by general principles of equity.



     Section 4.05 Financial Statements.



     (a) The Borrower has delivered to the Administrative Agent and the Lenders copies of the
Financial Statements, and the Financial Statements are accurate and complete in all material
respects and present fairly the financial condition of the entities to which they pertain for the
periods indicated, in accordance with GAAP. As of the date of the Financial Statements, there were
no material contingent obligations, liabilities for taxes, unusual forward or long term
commitments, or unrealized or anticipated losses of the Borrower, except as disclosed therein and
adequate reserves for such items have been made in accordance with GAAP.



     (b) All projections, estimates, and pro forma financial information furnished by the Borrower
were prepared on the basis of assumptions, data, information, tests, or conditions believed to be
reasonable at the time such projections, estimates, and pro forma financial information were
furnished.



     (c) Since the date of the Financial Statements, no event or circumstance that could cause a
Material Adverse Change has occurred.



     (d) As of the date of this Agreement, the Borrower, the Guarantors and their respective
Subsidiaries have no Debt other than the Debt listed on Schedule 4.05.



     Section 4.06 True and Complete Disclosure. All factual information (excluding
estimates) heretofore or contemporaneously furnished by or on behalf of the Borrower or any of the
Guarantors in writing to any Lender or the Administrative Agent for purposes of or in connection
with this Agreement, any other Loan Document or any transaction contemplated
hereby or thereby is, and all other such factual information hereafter furnished by or on
behalf of



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the Borrower and the Guarantors in writing to the Administrative Agent or any of the
Lenders shall be, true and accurate in all material respects on the date as of which such
information is dated or certified and does not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements contained therein not misleading
at such time. All projections, estimates, and pro forma financial information furnished by the
Borrower were prepared on the basis of assumptions, data, information, tests, or conditions
believed to be reasonable at the time such projections, estimates, and pro forma financial
information were furnished.



     Section 4.07 Litigation; Compliance with Laws.



     (a) There is no pending or, to the best knowledge of the Borrower, threatened action, suit, or
legal equitable, arbitrative or administrative proceeding affecting the Borrower or any of the
Guarantors before any court, Governmental Authority or arbitrator which could reasonably be
expected to cause a Material Adverse Change or which purports to affect the legality, validity,
binding effect or enforceability of this Agreement, any Note, or any other Loan Document.
Additionally, there is no pending or, to the best knowledge of the Borrower, threatened action,
suit, or legal equitable, arbitrative or administrative proceeding instituted against the Borrower
or any of the Guarantors which seeks to adjudicate the Borrower or any of the Guarantors as
bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee or other similar official for it or for any substantial part
of its Property.



     (b) The Borrower and its Subsidiaries have complied in all material respects with all material
statutes, rules, regulations, orders and restrictions of any Governmental Authority having
jurisdiction over the conduct of their respective businesses or the ownership of their respective
Property.



     Section 4.08 Use of Proceeds. The proceeds of the Advances will be used by the
Borrower for the purposes described in Section 5.09. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U). No proceeds of any Advance will be
used to purchase or carry any margin stock in violation of Regulation T, U or X.



     Section 4.09 Investment Company Act. Neither the Borrower nor any of the Guarantors
is an “investment company” or a company “controlled” by an “investment company” within the meaning
of the Investment Company Act of 1940, as amended.



     Section 4.10 Federal Power Act; Regulations. Neither the Administrative Agent nor
any of the Lenders, solely by virtue of the execution, delivery and performance of, and the
consummation of the transactions contemplated by, the Loan Documents shall be or become subject to
regulation (a) under the Federal Power Act, as amended, (b) as a “public utility” or “public
service corporation” or the equivalent under the applicable law of any state, or (c) under the
applicable laws of any state relating to public utilities or public service corporations.



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     Section 4.11 Taxes.



     (a) Reports and Payments. All Returns (as defined below in Section 4.11(c)) required
to be filed by or on behalf of the Borrower, the Guarantors, or any member of the Controlled Group
(hereafter collectively called the “Tax Group”) have been duly filed on a timely basis or
appropriate extensions have been obtained and such Returns are and will be true, complete and
correct, except where the failure to so file would not be reasonably expected to cause a Material
Adverse Change; and all Taxes shown to be payable on the Returns or on subsequent assessments with
respect thereto will have been paid in full on a timely basis, and no other Taxes will be payable
by the Tax Group with respect to items or periods covered by such Returns, except in each case to
the extent of (i) reserves reflected in the Financial Statements or (ii) taxes that are being
contested in good faith. The reserves for accrued Taxes reflected in the financial statements
delivered to the Lenders under this Agreement are adequate in the aggregate for the payment of all
unpaid Taxes, whether or not disputed, for the period ended as of the date thereof and for any
period prior thereto, and for which the Tax Group may be liable in its own right, as withholding
agent or as a transferee of the assets of, or successor to, any Person, except for such Taxes or
reserves therefor, the failure to pay or provide for which does not and would not reasonably be
expected to cause a Material Adverse Change.



     (b) Taxes Definition. “Taxes” in this Section 4.11 shall mean all taxes,
charges, fees, levies, or other assessments imposed by any federal, state, local, or foreign taxing
authority, including income, gross receipts, excise, real or personal property, sales, occupation,
use, service, leasing, environmental, value added, transfer, payroll, and franchise taxes (and
including any interest, penalties, or additions to tax attributable to or imposed on or with
respect to any such assessment).



     (c) Returns Definition. “Returns” in this Section 4.11 shall mean any
federal, state, local, or foreign report, estimate, declaration of estimated Tax, information
statement or return relating to, or required to be filed in connection with, any Taxes, including
any information return or report with respect to backup withholding or other payments of third
parties.



     Section 4.12 Pension Plans. All Plans are in compliance in all material respects with
all applicable provisions of ERISA. No Termination Event has occurred with respect to any Plan,
and each Plan has complied with and been administered in all material respects in accordance with
applicable provisions of ERISA and the Code. No “accumulated funding deficiency” (as defined in
Section 302 of ERISA) has occurred and there has been no excise tax imposed under Section 4971 of
the Code. No Reportable Event has occurred with respect to any Multiemployer Plan, and each
Multiemployer Plan has complied with and been administered in all material respects in accordance
with applicable provisions of ERISA and the Code. The present value of all benefits vested under
each Plan (based on the assumptions used to fund such Plan) did not, as of the last annual
valuation date applicable thereto, exceed the value of the assets of such Plan allocable to such
vested benefits. Neither the Borrower nor any member of the Controlled Group has had a complete or
partial withdrawal from any Multiemployer Plan for which there is any withdrawal liability. As of
the most recent valuation date applicable thereto, neither the Borrower nor any member of the
Controlled Group would become subject to any liability under ERISA if the Borrower or any member of
the Controlled Group has received notice that any Multiemployer Plan is insolvent or in
reorganization. Based upon GAAP existing as of the date



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of this Agreement and current factual circumstances, the Borrower has no reason to believe
that the annual cost during the term of this Agreement to the Borrower or any member of the
Controlled Group for post-retirement benefits to be provided to the current and former employees of
the Borrower or any member of the Controlled Group under Plans that are welfare benefit plans (as
defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a
Material Adverse Change.



     Section 4.13 Condition of Property; Casualties. Each of the Borrower and the
Guarantors has good and marketable title to all of its Properties as is customary in the oil and
gas industry in all material respects, free and clear of all Liens except for Permitted Liens. The
material Properties used or to be used in the continuing operations of the Borrower and each of the
Guarantors are in good repair, working order and condition, ordinary wear and tear excepted. Since
the date of the Financial Statements, neither the business nor the material Properties of the
Borrower and each of the Guarantors, taken as a whole, has been materially and adversely affected
as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or
other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts,
Permits, or concessions by a Governmental Authority, riot, activities of armed forces, or acts of
God or of any public enemy (whether or not covered by insurance).



     Section 4.14 No Burdensome Restrictions; No Defaults.



     (a) Neither the Borrower nor any Guarantor or any of their respective Subsidiaries is a party
to any indenture, loan, or credit agreement or any lease or other agreement or instrument or
subject to any charter or corporate restriction or provision of applicable law or governmental
regulation that could reasonably be expected to cause a Material Adverse Change. Neither the
Borrower nor any Guarantor or any of their respective Subsidiaries is in default under or with
respect to any contract, agreement, lease, or other instrument to which the Borrower or any
Guarantor or any of their respective Subsidiaries is a party and which could reasonably be expected
to cause a Material Adverse Change or under any agreement in connection with any Debt. Neither the
Borrower nor any Guarantor or any of their respective Subsidiaries has received any notice of
default under any material contract, agreement, lease, or other instrument to which the Borrower,
or Guarantor or any respective Subsidiary is a party.



     (b) No Default has occurred and is continuing.



     Section 4.15 Environmental Condition.



     (a) Permits, Etc. The Borrower and the Guarantors (i) have obtained all Environmental
Permits necessary for the ownership and operation of their respective Properties and the conduct of
their respective businesses; (ii) have at all times been and are in material compliance with all
terms and conditions of such Permits and with all other material requirements of applicable
Environmental Laws; (iii) have not received notice of any material violation or alleged violation
of any Environmental Law or Permit; and (iv) are not subject to any actual or contingent
Environmental Claim, which could reasonably be expected to cause a Material Adverse Change.



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     (b) Certain Liabilities. To the Borrower’s actual knowledge, none of the present or
previously owned or operated Property of the Borrower or any Guarantor or of any of their former
Subsidiaries, wherever located: (i) has been placed on or proposed to be placed on the National
Priorities List, the Comprehensive Environmental Response Compensation Liability Information System
list, or their state or local analogs, or have been otherwise investigated, designated, listed, or
identified as a potential site for removal, remediation, cleanup, closure, restoration,
reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien,
arising under or in connection with any Environmental Laws, that attaches to any revenues or to any
Property owned or operated by the Borrower or any Guarantor or any of their respective
Subsidiaries, wherever located, which could reasonably be expected to cause a Material Adverse
Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from
present or past operations which has caused at the site or at any third-party site any condition
that has resulted in or could reasonably be expected to result in the need for Response that would
cause a Material Adverse Change.



     (c) Certain Actions. Without limiting the foregoing: (i) all necessary notices have
been properly filed, and no further action is required under current Environmental Law as to each
Response or other restoration or remedial project undertaken by the Borrower or the Guarantors or
any of their former Subsidiaries on any of their presently or formerly owned or operated Property
and (ii) the present and, to the Borrower’s best knowledge, future liability, if any, of the
Borrower and the Guarantors which could reasonably be expected to arise in connection with
requirements under Environmental Laws will not result in a Material Adverse Change.



     Section 4.16 Permits, Licenses, Etc. The Borrower and the Guarantors possess all
authorizations, Permits, licenses, patents, patent rights or licenses, trademarks, trademark
rights, trade name rights and copyrights which are material to the conduct of their business. No
Person is in violation in any material respect of the terms under which it possesses such
intellectual property or the right to use such intellectual property. The Borrower and the
Guarantors manage and operate their business in all material respects in accordance with all
applicable Legal Requirements and good industry practices.



     Section 4.17 Gas Contracts. Neither the Borrower nor any of the Guarantors, as of the
date hereof: (a) is obligated in any material respect by virtue of any prepayment made under any
contract containing a “take-or-pay” or “prepayment” provision or under any similar agreement to
deliver hydrocarbons produced from or allocated to any of the Borrower’s and its Subsidiaries’ Oil
and Gas Properties at some future date without receiving full payment therefor at the time of
delivery, or (b) except as has been disclosed to the Administrative Agent, has produced gas, in any
material amount, subject to, and none of the Borrower’s and the Guarantors’ Oil and Gas Properties
is subject to, balancing rights of third parties or subject to balancing duties under governmental
requirements.



     Section 4.18 Liens; Titles, Leases, Etc. None of the Property of the Borrower or any
of the Guarantors is subject to any Lien other than Permitted Liens. On the date of this
Agreement, all governmental actions and all other filings, recordings, registrations, third party
consents and other actions which are necessary to create and perfect the Liens provided for in the
Security Instruments will have been made, obtained and taken in all relevant jurisdictions. All
leases and agreements for the conduct of business of the Borrower and the Guarantors are valid and



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subsisting, in full force and effect and there exists no default or event of default or
circumstance which with the giving of notice or lapse of time or both would give rise to a default
under any such leases or agreements which could reasonably be expected to cause a Material Adverse
Change. Neither the Borrower nor any of the Guarantors is a party to any agreement or arrangement
(other than this Agreement and the Security Instruments), or subject to any order, judgment, writ
or decree, which either restricts or purports to restrict its ability to grant Liens to secure the
Obligations against their respective assets or Properties.



     Section 4.19 Solvency and Insurance. Before and after giving effect to the making of
the Advances, the Borrower is, and each Guarantor is, Solvent. Additionally, each of the Borrower
and its Subsidiaries carry insurance required under Section 5.02.



     Section 4.20 Hedging Agreements. Schedule 4.20 sets forth, as of the date hereof, a
true and complete list of all Interest Hedge Agreements, Hydrocarbon Hedge Agreements, and any
other Hedge Contract of the Borrower and each Guarantor, the material terms thereof (including the
type, term, effective date, termination date and notional amounts or volumes), the net mark to
market value thereof, all credit support agreements relating thereto (including any margin required
or supplied), and the counterparty to each such agreement.



     Section 4.21 Material Agreements. Schedule 4.21 sets forth a complete and correct
list of all material agreements, leases, indentures, purchase agreements, obligations in respect of
letters of credit, guarantees, joint venture agreements, and other instruments in effect or to be
in effect as of the date hereof (other than the agreements set forth in Schedule 4.20) providing
for, evidencing, securing or otherwise relating to (a) any Debt of the Borrower or any of the
Guarantors, or (b) any obligation of the Borrower or any of the Guarantors to issuers of surety or
appeal bonds issued for account of the Borrower or any such Guarantor in excess of $1,000,000, and
such list correctly sets forth the names of the debtor or lessee and creditor or lessor with
respect to the Debt or lease obligations outstanding or to be outstanding and the Property subject
to any Lien securing such Debt or lease obligation. Also set forth on Schedule 4.21 is a complete
and correct list of all material agreements and other instruments of the Borrower and the
Guarantors relating to the purchase, transportation by pipeline, gas processing, marketing, sale
and supply of natural gas and other Hydrocarbons (other than customary joint operating agreements
and purchase contracts entered into in the ordinary course of business and which are customary in
the oil and gas industry). The Borrower has heretofore delivered to the Administrative Agent and
the Lenders a complete and correct copy of all such material credit agreements, indentures,
purchase agreements, contracts, letters of credit, guarantees, joint venture agreements, or other
instruments, including any modifications or supplements thereto, as in effect on the date hereof.



ARTICLE V




AFFIRMATIVE COVENANTS




     So long as any Note or any amount under any Loan Document shall remain unpaid, or any Lender
shall have any Commitment hereunder, the Borrower agrees, unless the Required Lenders shall
otherwise consent in writing, to comply with the following covenants:



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     Section 5.01 Compliance with Laws, Etc. The Borrower shall comply, and cause each of
its Subsidiaries to comply, in all material respects with all Legal Requirements. Without limiting
the generality and coverage of the foregoing, the Borrower shall comply, and shall cause each of
its Subsidiaries to comply, in all material respects, with all Environmental Laws and all laws,
regulations, or directives with respect to equal employment opportunity and employee safety in all
jurisdictions in which the Borrower, or any of its Subsidiaries do business; provided,
however, that this Section 5.01 shall not prevent the Borrower or any of its Subsidiaries from, in
good faith and with reasonable diligence, contesting the validity or application of any such laws
or regulations by appropriate legal proceedings. Without limitation of the foregoing, the Borrower
shall, and shall cause each of its Subsidiaries to, (a) maintain and possess all authorizations,
Permits, licenses, trademarks, trade names, rights and copyrights which are necessary to the
conduct of its business and (b) obtain, as soon as practicable, all consents or approvals required
from any states of the United States (or other Governmental Authorities) necessary to grant the
Administrative Agent an Acceptable Security Interest in the Borrower’s and its Subsidiaries’ Oil
and Gas Properties.



     Section 5.02 Maintenance of Insurance.



     (a) The Borrower shall, and shall cause each of its Subsidiaries to, procure and maintain or
shall cause to be procured and maintained continuously in effect policies of insurance in form and
amounts and issued by companies, associations or organizations reasonably satisfactory to the
Administrative Agent covering such casualties, risks, perils, liabilities and other hazards as is
customary in the industry. In addition, the Borrower shall, and shall cause each of its
Subsidiaries to, comply with all requirements regarding insurance contained in the Security
Instruments.



     (b) The Borrower shall deliver to the Administrative Agent copies of certificates of
insurance, and endorsements and renewals thereof, that are required herein. Unless the Senior
Credit Agreement requires otherwise, all policies of insurance shall either have attached thereto a
Lender’s mortgagee loss payable endorsement for the benefit of the Senior Agent, as mortgagee loss
payee in form reasonably satisfactory to the Administrative Agent or shall name the Administrative
Agent as an additional insured, as applicable. The Borrower shall furnish the Administrative Agent
with a certificate of insurance or a certified copy of all policies of insurance required. All
policies or certificates of insurance shall set forth the coverage, the limits of liability, the
name of the carrier, the policy number, and the period of coverage. Unless the Senior Credit
Agreement requires otherwise, all policies of insurance required under the terms hereof shall
contain an endorsement or agreement by the insurer that any loss shall be payable in accordance
with the terms of such policy notwithstanding any act of negligence of the Borrower, or a
Subsidiary or any party holding under the Borrower or a Subsidiary which might otherwise result in
a forfeiture of the insurance and the further agreement of the insurer waiving all rights of
setoff, counterclaim or deductions against the Borrower and its Subsidiaries. Unless the Senior
Credit Agreement requires otherwise, all such policies shall contain a provision that
notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable
insurance company, such policies will not be canceled, allowed to lapse without renewal,
surrendered or amended (which provision shall include any reduction in the scope or limits of
coverage) without at least 30 days’ prior written notice to the Administrative Agent. In the event
that, notwithstanding the “mortgagee’s loss payable endorsement” requirement of this



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Section 5.02, the proceeds of any insurance policy described above are paid to the Borrower or
Subsidiaries and any Obligations are outstanding and the Senior Debt has been indefeasibly paid in
full, the Borrower shall deliver such proceeds to the Administrative Agent immediately upon
receipt.



     Section 5.03 Preservation of Corporate Existence, Etc. The Borrower shall preserve
and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate or limited
liability company, as applicable, existence, rights, franchises, and privileges in the jurisdiction
of its incorporation or organization, as applicable, and qualify and remain qualified, and cause
each such Subsidiary to qualify and remain qualified, as a foreign entity in each jurisdiction in
which qualification is necessary or desirable in view of its business and operations or the
ownership of its Properties, and, in each case, where failure to qualify or preserve and maintain
its rights and franchises could reasonably be expected to cause a Material Adverse Change.



     Section 5.04 Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause
each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all
taxes, assessments, and governmental charges or levies imposed upon it or upon its income or
profits or Property that are material in amount, prior to the date on which penalties attach
thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become
a Lien upon its Property; provided, however, that neither the Borrower nor any such
Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim
which is being contested in good faith and by appropriate proceedings, and with respect to which
reserves in conformity with GAAP have been provided.



     Section 5.05 Visitation Rights. At any reasonable time and from time to time, upon
reasonable notice, the Borrower shall, and shall cause its Subsidiaries to, permit the
Administrative Agent and any Lender or any of their respective agents or representatives thereof,
to (a) examine and make copies of and abstracts from the records and books of account of, and visit
and inspect at their reasonable discretion the Properties of, the Borrower and any such Subsidiary,
and (b) discuss the affairs, finances and accounts of the Borrower and any such Subsidiary with any
of their respective officers or directors.



     Section 5.06 Reporting Requirements. The Borrower shall furnish to the Administrative
Agent and each Lender:



     (a) Annual Financials. As soon as available and in any event not later than 120 days
after the end of each fiscal year of the Borrower and its consolidated Subsidiaries, commencing
with fiscal year ending December 31, 2008: (i) a copy of the annual audit report for such year for
the Borrower and such consolidated Subsidiaries, including therein the Borrower’s and such
consolidated Subsidiaries’ consolidated balance sheets as of the end of such fiscal year and the
Borrower’s and such consolidated Subsidiaries’ consolidated statements of income, cash flows, and
retained earnings, in each case certified by independent certified public accountants of national
standing reasonably acceptable to the Administrative Agent and including any management letters
delivered by such accountants to the Borrower or any Subsidiary in connection with such audit, (ii)
a certificate of such accounting firm to the Administrative Agent and the Lenders stating that, in
the course of the regular audit of the business of the Borrower and its consolidated Subsidiaries,
if any, which audit was conducted by such accounting firm in



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accordance with generally accepted auditing standards, such accounting firm has obtained no
knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting
firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (iii) a
Compliance Certificate executed by a Responsible Officer of the Borrower;



     (b) Quarterly Financials. As soon as available and in any event not later than 60
days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower
and its consolidated Subsidiaries, commencing with fiscal quarter ended June 30, 2008: (i) the
unaudited consolidated balance sheet and the unaudited consolidated statements of income, cash
flows, and retained earnings of each such Person for the period commencing at the end of the
previous year and ending with the end of such fiscal quarter, all in reasonable detail and duly
certified with respect to such consolidated statements (subject to the absence of footnotes and to
year end audit adjustments) by a Responsible Officer of the Borrower as having been prepared in
accordance with GAAP; and (ii) a Compliance Certificate executed by a Responsible Officer of the
Borrower;



     (c) Oil and Gas Reserve Reports.



          (i) As soon as available but in any event on or before March 1 of each year, an Independent
Engineering Report dated effective as of January 1 for such year;




          (ii) As soon as available but in any event on or before September 1 of each year, an Internal
Engineering Report dated effective as of July 1 for such year;




          (iii) Such other information as may be reasonably requested by the Administrative Agent or any
Lender with respect to the Oil and Gas Properties included or to be included in the Borrowing Base;




          (iv) With the delivery of each Engineering Report, a certificate from a Responsible Officer of
the Borrower certifying that, to his best knowledge and in all material respects: (a) the
information contained in the Engineering Report and any other information delivered in connection
therewith is true and correct, (b) the Borrower or its Subsidiary, as applicable, owns good and
marketable title to the Oil and Gas Properties evaluated in such Engineering Report, and such
Properties are subject to an Acceptable Security Interest and are free of all Liens except for
Permitted Liens, (c) except as set forth on an exhibit to the certificate, on a net basis there are
no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties
evaluated in such Engineering Report which would require the Borrower or any of its Subsidiaries to
deliver Hydrocarbons produced from such Oil and Gas Properties at some future time without then or
thereafter receiving full payment therefor, (d) none of its or its Subsidiaries’ Oil and Gas
Properties have been sold since the date of the last Borrowing Base determination except as set
forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas
Properties sold and in such detail as reasonably required by the Required Lenders, (e) attached to
the certificate is a list of its Oil and Gas Properties added to and deleted from the immediately
prior Engineering Report and a list showing any change in working interest or net revenue interest
in its Oil and Gas Properties occurring and the reason for such change, (f) attached to the
certificate is a list of all Persons disbursing proceeds to the Borrower or any of its
Subsidiaries, as applicable, from its Oil and Gas Properties, (g) except as set forth




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on a schedule attached to the certificate, all of the Oil and Gas Properties evaluated by such
Engineering Report are pledged as Collateral for the Obligations, and (h) attached to the
certificate is a monthly cash flow budget for the 12 months following the delivery of such
certificate setting forth the Borrower’s projections for production volumes, revenues, expenses,
taxes and budgeted capital expenditures during such period;




     (d) Production Reports. As soon as available and in any event within 60 days after
the end of each fiscal quarter, commencing with the fiscal quarter ended June 30, 2008, a report
certified by a Responsible Officer of the Borrower in form and substance satisfactory to the
Administrative Agent prepared by the Borrower (i) covering each of the Oil and Gas Properties of
the Borrower and its Subsidiaries and detailing on a quarterly basis (A) the production, revenue,
and price information and associated operating expenses for each such quarter, (B) any changes to
any producing reservoir, production equipment, or producing well during each such quarter, which
changes could cause a Material Adverse Change and (C) any sales of the Borrower’s or any
Subsidiaries’ Oil and Gas Properties during each such quarter; and (ii) setting forth a true and
complete list of all Hedge Contracts of the Borrower and its Subsidiaries and detailing the
material terms thereof (including the type, term, effective date, termination date and notional
amounts or volumes), the net mark to market value thereof, all credit support agreements relating
thereto (including any margin required or supplied), and the counterparty to each such agreement;



     (e) Defaults. As soon as possible and in any event within five days after (i) the
occurrence of any Default or (ii) the occurrence of any default under any instrument or document
evidencing Debt of the Borrower or any Subsidiary, in each case known to any officer of the
Borrower or any of its Subsidiaries which is continuing on the date of such statement, a statement
of a Responsible Officer of the Borrower setting forth the details of such Default or default, as
applicable, and the actions which the Borrower or such Subsidiary has taken and proposes to take
with respect thereto;



     (f) Termination Events. As soon as possible and in any event (i) within 30 days after
(A) the Borrower, any Guarantor or any of their respective Subsidiaries knows or has reason to know
that any Termination Event described in clause (a) of the definition of Termination Event with
respect to any Plan has occurred, or (B) the Borrower acquires knowledge that any other member of
the Controlled Group knows that any Termination Event described in clause (a) of the definition of
Termination Event with respect to any Plan has occurred, and (ii) within 10 days after (A) the
Borrower, any Guarantor or any of their respective Subsidiaries knows or has reason to know that
any other Termination Event with respect to any Plan has occurred, or (B) the Borrower acquires
knowledge that any other Affiliate of the Borrower knows that any other Termination Event with
respect to any Plan has occurred, a statement of a Responsible Officer of the Borrower describing
such Termination Event and the action, if any, which the Borrower or such Affiliate proposes to
take with respect thereto;



     (g) Termination of Plans. Promptly and in any event within two Business Days after
(i) receipt thereof by the Borrower, any Guarantor or any of their respective Subsidiaries from the
PBGC, or (ii) the Borrower acquires knowledge of any other Controlled Group member’s receipt
thereof from the PBGC, copies of each notice received by the Borrower or any such



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member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a
trustee appointed to administer any Plan;



     (h) Other ERISA Notices. Promptly and in any event within five Business Days after
(i) receipt thereof by the Borrower, any Guarantor or any of their respective Subsidiaries from a
Multiemployer Plan sponsor, or (ii) the Borrower acquires knowledge of any other Controlled Group
member’s receipt thereof from a Multiemployer Plan sponsor, a copy of each notice received by the
Borrower or any member of the Controlled Group concerning the imposition or amount of withdrawal
liability pursuant to Section 4202 of ERISA;



     (i) Environmental Notices. Promptly upon the receipt thereof by the Borrower or any
of its Subsidiaries, a copy of any form of request, notice, summons or citation received from the
Environmental Protection Agency, or any other Governmental Authority, concerning (i) violations or
alleged violations of Environmental Laws, which seeks to impose liability therefor and could cause
a Material Adverse Change, (ii) any action or omission on the part of the Borrower or any of its
Subsidiaries or any of their former Subsidiaries in connection with Hazardous Waste or Hazardous
Substances which could reasonably result in the imposition of liability therefor that could cause a
Material Adverse Change, including any information request related to, or notice of, potential
responsibility under CERCLA, or (iii) concerning the filing of a Lien upon, against or in
connection with the Borrower or any of its Subsidiaries or their former Subsidiaries, or any of
their leased or owned Property, wherever located;



     (j) Other Governmental Notices. Promptly and in any event within five Business Days
after receipt thereof by the Borrower or any of its Subsidiaries, a copy of any notice, summons,
citation, or proceeding seeking to modify in any material respect, revoke, or suspend any material
contract, license, permit or agreement with any Governmental Authority;



     (k) Material Changes. Prompt written notice of any condition or event of which the
Borrower or any of its Subsidiaries has knowledge, which condition or event has resulted or may
reasonably be expected to result in (i) a Material Adverse Change or (ii) a breach of or
noncompliance with any material term, condition, or covenant of any material contract to which the
Borrower or any of its Subsidiaries is a party or by which they or their Properties may be bound;



     (l) Disputes, Etc. Prompt written notice of (i) any claims, legal or arbitration
proceedings, proceedings before any Governmental Authority, or disputes, or to the knowledge of the
Borrower or any of its Subsidiaries threatened, or affecting the Borrower or any of its
Subsidiaries which, if adversely determined, could reasonably be expected to cause a Material
Adverse Change, or any material labor controversy of which the Borrower or any of its Subsidiaries
has knowledge resulting in or reasonably considered to be likely to result in a strike against the
Borrower or any of its Subsidiaries and (ii) any claim, judgment, Lien or other encumbrance (other
than a Permitted Lien) affecting any Property of the Borrower or any of its Subsidiaries if the
value of the claim, judgment, Lien, or other encumbrance affecting such Property shall exceed
$1,000,000;



     (m) Other Accounting Reports. Promptly upon receipt thereof, a copy of each other
report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants



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in connection with any annual, interim or special audit made by them of the books of the
Borrower or any of its Subsidiaries, and a copy of any response by the Borrower or any of its
Subsidiaries, or the Board of Managers (or other applicable governing body) of the Borrower or any
of its Subsidiaries, to such letter or report;



     (n) Notices Under Other Loan Agreements. Promptly after the furnishing thereof,
copies of any statement, report or notice furnished to any Person pursuant to the terms of any
indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise
required to be furnished to the Lenders pursuant to any other provision of this Section 5.06;



     (o) USA Patriot Act. Promptly, following a request by any Lender, all documentation
and other information that such Lender reasonably requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA Patriot Act; and



     (p) Other Information. Such other information respecting the business or Properties,
or the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries,
as any Lender through the Administrative Agent may from time to time reasonably request.; the
Administrative Agent agrees to provide the Lenders with copies of any material notices and
information delivered solely to the Administrative Agent pursuant to the terms of this Agreement.



     Section 5.07 Maintenance of Property. Subject to Section 6.04, the Borrower shall,
and shall cause each of its Subsidiaries to, maintain their owned, leased, or operated Property in
good condition and repair, ordinary wear and tear excepted; and shall abstain, and cause each of
its Subsidiaries to abstain from, knowingly or willfully permitting the commission of waste or
other injury, destruction, or loss of natural resources, or the occurrence of pollution,
contamination, or any other condition in, on or about the owned or operated Property involving the
Environment that could reasonably be expected to result in Response activities and that could
reasonably be expected to cause a Material Adverse Change.



     Section 5.08 Agreement to Pledge. The Borrower shall, and shall cause each Subsidiary
to, grant to the Administrative Agent an Acceptable Security Interest in any Property of the
Borrower or any of its Subsidiaries now owned or hereafter acquired promptly after receipt of a
written request from the Administrative Agent.



     Section 5.09 Use of Proceeds. The Borrower shall use the proceeds of the Advances to
refinance indebtedness under the Existing Credit Agreement.



     Section 5.10 Title Evidence. The Borrower shall from time to time upon the reasonable
request of the Administrative Agent, take such actions and execute and deliver such documents and
instruments as the Administrative Agent shall require to ensure that the Administrative Agent
shall, at all times, have received satisfactory evidence of title, which shall be in form and
substance acceptable to the Administrative Agent in its reasonable discretion and shall include
evidence of title regarding the before payout and after payout ownership interests held by the
Borrower and the Borrower’s Subsidiaries, for all wells located on the Oil and Gas Properties
covered thereby as to the ownership of Oil and Gas Properties of the Borrower and its



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Subsidiaries, and reflecting that the Administrative Agent has an Acceptable Security Interest
in such Oil and Gas Properties of the Borrower and its Subsidiaries, constituting at least 80% of
the present value of the Proven Reserves of the Borrower and its Subsidiaries as reasonably
determined by the Administrative Agent.



     Section 5.11 Further Assurances; Cure of Title Defects; Mortgages. The Borrower
shall, and shall cause each Subsidiary to, cure promptly any defects in the creation and issuance
of the Notes and the execution and delivery of the Security Instruments and this Agreement. The
Borrower hereby authorizes the Lenders or the Administrative Agent to file any financing statements
without the signature of the Borrower to the extent permitted by applicable law in order to perfect
or maintain the perfection of any security interest granted under any of the Loan Documents. The
Borrower at its expense will, and will cause each Subsidiary to, promptly execute and deliver to
the Administrative Agent upon request all such other documents, agreements and instruments to
comply with or accomplish the covenants and agreements of the Borrower or any Subsidiary, as the
case may be, in the Security Instruments and this Agreement, or to further evidence and more fully
describe the collateral intended as security for the Notes, or to correct any omissions in the
Security Instruments, or to state more fully the security obligations set out herein or in any of
the Security Instruments, or to perfect, protect or preserve any Liens created pursuant to any of
the Security Instruments, or to make any recordings, to file any notices or obtain any consents,
all as may be necessary or appropriate in connection therewith or to enable the Administrative
Agent to exercise and enforce its rights and remedies with respect to any Collateral. Without
limiting the generality of the foregoing or any other provision herein, the Borrower shall, at all
times, cause the Administrative Agent to have an Acceptable Security Interest in substantially all
of the Borrower’s and its Subsidiaries’ Proven Reserves (based on the values set forth in the
Engineering Report most recently delivered to the Administrative Agent) and Oil and Gas Properties
in connection therewith. Within 30 days after (a) a request by the Administrative Agent or the
Lenders to cure any title defects or exceptions which are not Permitted Liens raised by such
information or (b) a notice by the Administrative Agent that the Borrower has failed to comply with
Section 5.10, the Borrower shall (i) cure such title defects or exceptions which are not Permitted
Liens or substitute acceptable Oil and Gas Properties with no title defects or exceptions except
for Permitted Liens covering Collateral of an equivalent value and (ii) deliver to the
Administrative Agent satisfactory title evidence in form and substance acceptable to the
Administrative Agent in its reasonable business judgment as to the Borrower’s and its Subsidiaries’
ownership of such Oil and Gas Properties and the Administrative Agent’s Liens and security
interests therein as are required to maintain compliance with Section 5.10.



     Section 5.12 Post-Closing Requirements. The Borrower shall address and resolve each
of the matters described on Schedule 5.12 on or before the date specified for such matter on such
schedule, in each case to the reasonable satisfaction of the Administrative Agent.




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ARTICLE VI




NEGATIVE COVENANTS




     So long as any Note or any amount under any Loan Document shall remain unpaid, or any Lender
shall have any Commitment, the Borrower agrees, unless the Required Lenders otherwise consent in
writing, to comply with the following covenants.



     Section 6.01 Liens, Etc. The Borrower shall not create, assume, incur, or suffer to
exist, or permit any of its Subsidiaries to create, assume, incur, or suffer to exist, any Lien on
or in respect of any of its Property whether now owned or hereafter acquired, or assign any right
to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or
suffer to exist:



     (a) Liens securing the Senior Debt;



     (b) Liens securing the Obligations;



     (c) purchase money Liens or purchase money security interests upon or in any equipment
acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business
prior to or at the time of the Borrower’s or such Subsidiary’s acquisition of such equipment;
provided that the Debt secured by such Liens (i) was incurred solely for the purpose of
financing the acquisition of such equipment, and does not exceed the aggregate purchase price of
such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower
and its Subsidiaries, and (iii) is not increased in amount;



     (d) Liens for taxes, assessments, or other governmental charges or levies not yet due or that
(provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being
contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP
shall have been made therefor;



     (e) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen,
materialmen, construction, or similar Liens arising by operation of law in the ordinary course of
business in respect of obligations that are not yet due or that are being contested in good faith
by appropriate proceedings, provided that such reserve as may be required by GAAP shall
have been made therefor;



     (f) Liens to operators and non-operators under joint operating agreements arising in the
ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing,
which amounts are not yet due or are being contested in good faith by appropriate proceedings, if
such reserve as may be required by GAAP shall have been made therefor;



     (g) royalties, overriding royalties, net profits interests, production payments, reversionary
interests, calls on production, preferential purchase rights and other burdens on or deductions
from the proceeds of production, that do not secure Debt for borrowed money and that are taken into
account in computing the net revenue interests and working interests of the Borrower or any of its
Subsidiaries warranted in the Security Instruments;



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     (h) Liens arising in the ordinary course of business out of pledges or deposits under workers’
compensation laws, unemployment insurance, old age pensions or other social security or retirement
benefits, or similar legislation or to secure public or statutory obligations of the Borrower;



     (i) Liens arising under operating agreements, unitization and pooling agreements and orders,
farmout agreements, gas balancing agreements and other agreements, in each case that are customary
in the oil, gas and mineral production business and that are entered into in the ordinary course of
business that are taken into account in computing the net revenue interests and working interests
of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent
that any such Lien referred to in this clause does not materially impair the use of the Property
covered by such Lien for the purposes for which such Property is held by the Borrower or any
Subsidiary or materially impair the value of such Property subject thereto; and



     (j) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects
in the chain of title that are customarily accepted in the oil and gas financing industry, none of
which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or
materially detract from the value or use of the Property to which they apply.



     Section 6.02 Debts, Guaranties, and Other Obligations. The Borrower shall not, and
shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner
become or be liable in respect of, any Debt except:



     (a) Debt of the Borrower and its Subsidiaries under the Loan Documents;



     (b) the Senior Debt;



     (c) Debt in the form of obligations for the deferred purchase price of Property or services
incurred in the ordinary course of business which are not yet due and payable or are being
contested in good faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP have been established;



     (d) Debt secured by the Liens permitted under Section 6.01(c) in an aggregate amount not to
exceed $1,000,000 at any time;



     (e) Debt under Hydrocarbon Hedge Agreements or Interest Hedge Agreements which are not
prohibited by the terms of Section 6.14;



     (f) Debt consisting of sureties or bonds provided to any Governmental Authority or other
Person and assuring payment of contingent liabilities of the Borrower in connection with the
operation of the Oil and Gas Properties, including with respect to plugging, facility removal and
abandonment of its Oil and Gas Properties; and



     (g) Debt not otherwise permitted under this Section 6.02, provided that (i) such Debt
is not secured by any Lien, and (ii) the aggregate of amount of such Debt plus the aggregate amount
of Debt permitted under Section 6.02(d) shall not to exceed $1,000,000 at any time.



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     Section 6.03 Agreements Restricting Liens and Distributions. The Borrower shall not,
nor shall it permit any of its Subsidiaries to, create, incur, assume or permit to exist any
contract, agreement or understanding (other than this Agreement, the Security Instruments and the
Senior Loan Documents) which in any way prohibits or restricts the granting, conveying, creation or
imposition of any Lien on any of its Property, whether now owned or hereafter acquired, to secure
the Obligations or restricts any Subsidiary from paying dividends to the Borrower, or which
requires the consent of or notice to other Persons in connection therewith.



     Section 6.04 Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall
it permit any of its Subsidiaries to (a) merge or consolidate with or into any other Person other
than the merger of a Guarantor with and into the Borrower or another Guarantor, provided that the
Borrower is the surviving entity of any merger or consolidation between a Guarantor and the
Borrower, and provided further that the Borrower must give Administrative Agent prior written
notice of such merger or consolidation; or (b) sell, lease, transfer, assign, farm-out, convey, or
otherwise dispose of any of its Property (including any working interest, overriding royalty
interest, production payments, net profits interest, royalty interest, or mineral fee interest)
other than: (i) the sale of Hydrocarbons in the ordinary course of business, (ii) the sale or
transfer of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the
ordinary course of business, (B) no longer necessary for the business of such Person or (C)
contemporaneously replaced by equipment of at least comparable use and value, (iii) the sale or
transfer of Property not otherwise permitted under this Section 6.04(b) in an aggregate amount not
to exceed 5% of the Borrowing Base then in effect during any six-month period between scheduled
Borrowing Base redeterminations, provided that such sale or transfer shall be made in arm’s
length transactions and for fair market value, and (iv) a transfer without consideration or for
nominal consideration of Property from one Loan Party to another Loan Party, provided that
the Borrower must give Administrative Agent prior written notice of such transfer, and
provided further that the Administrative Agent’s Lien on the transferred Property is not,
in the opinion of the Administrative Agent, released or impaired as a result of such transfer.



     Section 6.05 Restricted Payments. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, make any Restricted Payments except that the Subsidiaries of the Borrower may
make Restricted Payments to the Borrower and the Guarantors.



     Section 6.06 Investments. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, make or permit to exist any loans, advances, or capital contributions to, or make
any investment in (including the making of any Acquisition), or purchase or commit to purchase any
stock or other securities or evidences of indebtedness of or interests in any Person, except:



     (a) Liquid Investments;



     (b) trade and customer accounts receivable which are for goods furnished or services rendered
in the ordinary course of business and are payable in accordance with customary trade terms;



     (c) the creation of any additional Subsidiaries in compliance with Section 6.15; and



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     (d) a revolving loan from Knight Energy Group II, LLC (“Knight II”) to Alpine Energy,
LP (“Alpine”), in an amount not to exceed $10,000,000 outstanding at any time, with a
maturity not later than June 30, 2010, pursuant to the Revolving Note dated as of July 1, 2007 made
by Alpine payable to the order of Crusader Energy Group, LLC (“CEG”), on behalf of Knight
II, as amended by the Note Modification Agreement dated as of May 21, 2008 between Alpine and CEG,
on behalf of Knight II (as so amended, the “Alpine Note”), the proceeds of which may be
used by Alpine only in accordance with the terms of the Alpine Note.



     Section 6.07 Affiliate Transactions. The Borrower shall not, nor shall it permit any
of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or
series of transactions (including the purchase, sale, lease or exchange of Property, the making of
any investment, the giving of any guaranty, the assumption of any obligation or the rendering of
any service) with any of their Affiliates unless such transaction or series of transactions is on
terms no less favorable to the Borrower or the Subsidiary, as applicable, than those that could be
obtained in a comparable arm’s length transaction with a Person that is not such an Affiliate.



     Section 6.08 Compliance with ERISA. The Borrower shall not, nor shall it permit any
of its Subsidiaries to, directly or indirectly, (a) engage in, or permit any Subsidiary or ERISA
Affiliate to engage in, any transaction in connection with which the Borrower, any Subsidiary or
any ERISA Affiliate could be subjected to either a civil penalty assessed pursuant to section
502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code; (b)
terminate, or permit any Subsidiary or ERISA Affiliate to terminate, any Plan in a manner, or take
any other action with respect to any Plan, which could result in any liability to the Borrower, any
Subsidiary or any ERISA Affiliate to the PBGC; (c) fail to make, or permit any Subsidiary or ERISA
Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any
Plan, agreement relating thereto or applicable law, the Borrower, a Subsidiary or any ERISA
Affiliate is required to pay as contributions thereto; (d) permit to exist, or allow any Subsidiary
or ERISA Affiliate to permit to exist, any accumulated funding deficiency within the meaning of
Section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan;
(e) permit, or allow any Subsidiary or ERISA Affiliate to permit, the actuarial present value of
the benefit liabilities (as “actuarial present value of the benefit liabilities” shall have the
meaning specified in section 4041 of ERISA) under any Plan maintained by the Borrower, any
Subsidiary or any ERISA Affiliate which is regulated under Title IV of ERISA to exceed the current
value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of
such Plan allocable to such benefit liabilities; (f) contribute to or assume an obligation to
contribute to, or permit any Subsidiary or ERISA Affiliate to contribute to or assume an obligation
to contribute to, any Multiemployer Plan; (g) acquire, or permit any Subsidiary or ERISA Affiliate
to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with
respect to the Borrower, any Subsidiary or any ERISA Affiliate if such Person sponsors, maintains
or contributes to, or at any time in the six-year period preceding such acquisition has sponsored,
maintained, or contributed to, (1) any Multiemployer Plan, or (2) any other Plan that is subject to
Title IV of ERISA under which the actuarial present value of the benefit liabilities under such
Plan exceeds the current value of the assets (computed on a plan termination basis in accordance
with Title IV of ERISA) of such Plan allocable to such benefit liabilities; (h) incur, or permit
any Subsidiary or ERISA Affiliate to incur, a liability to or on account of a Plan under section
515, 4062, 4063, 4064, 4201 or 4204 of ERISA; (i) contribute to or assume an obligation to
contribute to, or permit any Subsidiary or



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ERISA Affiliate to contribute to or assume an obligation to contribute to, any employee
welfare benefit plan, as defined in section 3(1) of ERISA, including any such plan maintained to
provide benefits to former employees of such entities, that may not be terminated by such entities
in their sole discretion at any time without any material liability; (j) amend or permit any
Subsidiary or ERISA Affiliate to amend, a Plan resulting in an increase in current liability such
that the Borrower, any Subsidiary or any ERISA Affiliate is required to provide security to such
Plan under section 401(a)(29) of the Code; or (k) permit to exist any occurrence of any Reportable
Event (as defined in Title IV of ERISA), or any other event or condition, which presents a material
(in the opinion of the Required Lenders) risk of such a termination by the PBGC of any Plan.



     Section 6.09 Sale and Leaseback. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, sell or transfer to a Person any Property, whether now owned or hereafter
acquired, if at the time or thereafter the Borrower or a Subsidiary shall lease as lessee such
Property or any part thereof or other Property which the Borrower or a Subsidiary intends to use
for substantially the same purpose as the Property sold or transferred.



     Section 6.10 Change of Business. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, make any material change in the character of its business as an independent
oil and gas exploration and production company, nor will the Borrower or any Subsidiary operate or
carry on business in any jurisdiction other than the United States.



     Section 6.11 Organizational Documents, Name Change. The Borrower shall not, nor shall
it permit any of its Subsidiaries to, amend, supplement, modify or restate their articles or
certificate of incorporation, bylaws, limited liability company agreements, or other equivalent
organizational documents or amend its name or change its jurisdiction of incorporation,
organization or formation, in any case, without prior written notice to, and prior consent of, the
Administrative Agent; provided that this Section 6.11 shall not prohibit a merger or
consolidation expressly permitted by Section 6.04(a).



     Section 6.12 Use of Proceeds. The Borrower will not permit the proceeds of any
Advance to be used for any purpose other than those permitted by Section 5.09. The Borrower shall
not, and shall not permit any of its Subsidiaries to, engage in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). None
of the Borrower, any of its Subsidiaries or any Person acting on behalf of the Borrower or any of
its Subsidiaries has taken or shall take any action which might cause any of the Loan Documents to
violate Regulation D, T, U or X or any other regulation of the Board of Governors of the Federal
Reserve System or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or
regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect,
including the use of the proceeds of any Advance to purchase or carry any margin stock in violation
of Regulation D, T, U or X.



     Section 6.13 Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower shall
not, nor shall it permit any of its Subsidiaries to, allow gas imbalances, take-or-pay or other
prepayments with respect to the Oil and Gas Properties of the Borrower or any Subsidiary which
would require the Borrower or any Subsidiary to deliver their respective Hydrocarbons produced



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on a monthly basis from such Oil and Gas Properties at some future time without then or
thereafter receiving full payment therefor.



     Section 6.14 Limitation on Hedging. The Borrower shall not, nor shall it permit any
of its Subsidiaries to:



     (a) purchase, assume, or hold a speculative position in any commodities market or futures
market or enter into any Hedge Contract for speculative purposes;



     (b) be party to or otherwise enter into any Hydrocarbon Hedge Agreement, Interest Hedge
Agreement or any other Hedge Contract which is entered into for reasons other than as a part of its
normal business operations as a risk management strategy and/or hedge against changes resulting
from market conditions related to the Borrower’s and its Subsidiaries’ operations; or



     (c) be party to or otherwise enter into any Hydrocarbon Hedge Agreement, Interest Hedge
Agreement or any other Hedge Contract (other than Hedge Contracts which are in existence on the
date hereof and which are permitted under the last sentence of this Section 6.14) (i) which, when
aggregated with all Hedge Contracts permitted under this Section 6.14 (but excluding put option
contracts purchased by the Borrower or any Subsidiary that are not related to corresponding calls,
collars or swaps) requires the Borrower or any Subsidiary to deliver more than 90% of the
reasonably anticipated production for each month for the total oil and gas classified as either
“proved producing” or “proved developed non-producing (provided however, the “proved developed
non-producing” reserves included in such calculation shall not exceed 20% of the “proved producing”
reserves) on the most recent Engineering Report delivered pursuant to Section 5.06(c), (ii) which
is longer than three years in duration, or (iii) other than Hedge Contracts entered into with Swap
Counterparties (as defined in the Senior Credit Agreement), which is secured with collateral other
than cash.



     Section 6.15 Additional Subsidiaries. The Borrower shall not, nor shall it permit any
of its Subsidiaries to, create or acquire any additional Subsidiaries without (a) prior written
notice to the Administrative Agent and the Required Lenders, (b) such new Subsidiary executing and
delivering to the Administrative Agent, at its request, a Guaranty, a Pledge Agreement, a Security
Agreement, a Mortgage, and such other Security Instruments (or joinders or supplements thereto) as
the Administrative Agent or the Required Lenders may reasonably request, (c) the equity holder of
such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or joinder
or supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest owned by such
equity holder of such Subsidiary along with the certificates pledged thereby, if any, and
appropriately executed stock powers in blank, if applicable, and (d) the delivery by the Borrower
and such Subsidiary of any certificates, opinions of counsel, title opinions or other documents as
the Administrative Agent may reasonably request relating to such Subsidiary and its Properties.



     Section 6.16 Account Payables. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, allow any of its trade payables or other accounts payable to be outstanding for
more than 90 days (except in cases where any such trade payable is being disputed in good faith and
adequate reserves under GAAP have been established).



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     Section 6.17 Leverage Ratio. The Borrower shall not permit the Leverage Ratio at the
end of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2008, to be greater
than 4.50 to 1.00.



     Section 6.18 Current Ratio. The Borrower shall not permit the ratio of, as of the
last day of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2008, (a) its
consolidated current assets to (b) its consolidated current liabilities, to be less than 1.00 to
1.00. For purposes of this calculation (i) “current assets” shall include the aggregate “Unused
Commitment Amount” as defined in the Senior Credit Agreement but shall exclude (A) any cash
deposited with or at the request of a counterparty to any Hedge Contract, and (B) any assets
representing a valuation account arising from the application of SFAS 133 and 143, and (ii)
“current liabilities” shall exclude, as of the date of calculation, the current portion of
long-term Debt existing under this Agreement and the current portion of long-term Debt existing
under the Senior Credit Agreement and any liabilities representing a valuation account arising from
the application of SFAS 133 and 143.



     Section 6.19 Interest Coverage Ratio. The Borrower shall not permit the ratio of, as
of the last day of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2008,
(a) the consolidated EBITDA of the Borrower calculated for the four fiscal quarters then ended, to
(b) the consolidated Interest Expense of the Borrower for the four fiscal quarters then ended, to
be less than 2.00 to 1.00.



     Section 6.20 Minimum Reserve Coverage.



     (a) The Borrower shall not permit at any time the ratio of (i) the Total Present Value as of
such date to (ii) the consolidated Debt of the Borrower as of the applicable determination date to
be less than 1.50 to 1.0.



     (b) Upon any change to Total Present Value pursuant to a Scheduled Redetermination or an
Interim Redetermination (as such terms are defined below), the Borrower will promptly, but in any
event within fifteen (15) days after any such redetermination, deliver to the Administrative Agent
a certificate of a Responsible Officer of the Borrower setting forth the consolidated Debt of the
Borrower and the Total Present Value and demonstrating compliance with Section 6.20(a).



     (c) The Total Present Value shall be calculated semi-annually in accordance with this Section
6.20 on or about April 15th and October 15th of each year, commencing October 15, 2008 (each such
semi-annual calculation, a “Scheduled Redetermination”). In addition, the Total Present
Value shall be calculated between Scheduled Redeterminations at the time of any interim or
additional redetermination of the Borrowing Base under the Senior Credit Agreement (each such
interim or additional calculation, an “Interim Redetermination”) in accordance with this
Section 6.20. Promptly after receiving each Engineering Report or other applicable information
relating to the Proven Reserves of the Borrower and its Subsidiaries delivered in connection with a
Scheduled Redetermination or Interim Redetermination, and using the calculations of PDP NPV, PDNP
NPV and PUD NPV contained therein (as well as any recalculations thereof made by Administrative
Agent as provided for in the definitions of PDP NPV, PDNP NPV and PUD NPV) the Administrative Agent
shall notify the Borrower and each Lender of the resulting Total



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Present Value. Such Total Present Value shall thereupon be used for the purposes of Section
6.20(a) until a new Total Present Value is calculated or estimated pursuant to this Section 6.20.
Each determination of Total Present Value shall be made as of the date of the applicable
Engineering Report or other applicable information delivered in connection with a Scheduled
Redetermination or Interim Redetermination.



     (d) In the event that the Borrower does not furnish to the Administrative Agent and the
Lenders the Independent Engineering Report, Internal Engineering Report or other information
specified in Sections 5.06(c)(i), 5.06(c)(ii), or 5.06(c)(iii), as applicable, by the date
specified in such clauses, the Administrative Agent may, based on the information available to it,
estimate in good faith the Total Present Value from time to time thereafter until the
Administrative Agent and the Lenders receive the relevant Independent Engineering Report, Internal
Engineering Report, or other information, as applicable. Such estimated Total Present Value shall
thereupon be used for the purposes of Section 6.20(a) until a new Total Present Value is calculated
or estimated pursuant to this Agreement.



     Section 6.21 Senior Debt. Except as otherwise permitted by the terms of the
Subordination and Intercreditor Agreement neither the Borrower nor any of its Subsidiaries shall
amend, supplement or otherwise modify the terms of the Senior Debt.



     Section 6.22 2008 Long-Term Incentive Plan. The Borrower shall not, and shall not
permit any of its Subsidiaries to, amend or otherwise modify the Borrower’s 2008 Long-Term
Incentive Plan to increase the number of options available for award thereunder or to change the
Eligible Persons (as such term is defined in the 2008 Long-Term Incentive Plan) to whom such
options may be granted, without the written approval of the Administrative Agent.



ARTICLE VII




EVENTS OF DEFAULT; REMEDIES




     Section 7.01 Events of Default. The occurrence of any of the following events shall
constitute an “Event of Default” under any Loan Document:



     (a) Payment. The Borrower or any other Loan Party shall fail to pay when due any
principal, interest, fees, reimbursements, indemnifications, or other amounts payable hereunder,
under the Notes, or under any other Loan Document;



     (b) Representation and Warranties. Any representation or warranty made or deemed to
be made (i) by the Borrower, any Guarantor or any of their respective Subsidiaries (or any of their
respective officers) in this Agreement or in any other Loan Document, or (ii) by the Borrower, any
Guarantor or any of their respective Subsidiaries (or any of their respective officers) in
connection with this Agreement or any other Loan Document, shall prove to have been incorrect in
any material respect when made or deemed to be made;



     (c) Covenant Breaches. The Borrower, any Guarantor or any of their respective
Subsidiaries shall fail to (i) perform or observe any covenant contained in Section 5.02(a),
Section 5.03, Section 5.06(e), the fifth sentence of Section 5.11, or Article VI or (ii) fail to
perform or observe any other term or covenant set forth in this Agreement or in any other Loan



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Document which is not covered by clause (i) above or any other provision of this Section 7.01
if such failure shall remain unremedied for 30 days after the occurrence of such breach or failure;



     (d) Cross Defaults. (i) The Borrower, any Guarantor or any of their respective
Subsidiaries shall fail to pay any principal of or premium or interest on its Debt which is
outstanding in a principal amount of at least $1,000,000 individually or when aggregated with all
such Debt of the Borrower, any Guarantor or any of their respective Subsidiaries so in default (but
excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or instrument relating to
such Debt (including, without limitation, the Senior Credit Agreement); (ii) any other event shall
occur or condition shall exist under any agreement or instrument relating to Debt which is
outstanding in a principal amount of at least $1,000,000 individually or when aggregated with all
such Debt of the Borrower, such Subsidiary, or such Guarantor so in default, and shall continue
after the applicable grace period, if any, specified in such agreement or instrument, if the effect
of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or (iii) any such Debt shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), prior to the stated maturity thereof;
provided that, for purposes of this subsection 7.01(d), the “principal amount” of the obligations
in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that would be required to be paid if such Hedge Contracts were
terminated at such time.



     (e) Insolvency. The Borrower, any Guarantor, or any of their respective Subsidiaries
shall generally not pay its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Borrower, any Guarantor or any of their respective
Subsidiaries, seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a receiver, trustee or other similar
official for it or for any substantial part of its Property and, in the case of any such proceeding
instituted against the Borrower, any such Guarantor or any such Subsidiary either such proceeding
shall remain undismissed for a period of 30 days or any of the actions sought in such proceeding
shall occur; or the Borrower, any of its Subsidiaries, or any Guarantor shall take any company
action to authorize any of the actions set forth above in this Section 7.01(e);



     (f) Judgments. Any judgment or order for the payment of money in excess of $1,000,000
shall be rendered against the Borrower, any Guarantor or any of their respective Subsidiaries and
either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;



     (g) Termination Events. Any Termination Event with respect to a Plan shall have
occurred, and, 30 days after notice thereof shall have been given to the Borrower by the
Administrative Agent, (i) such Termination Event shall not have been corrected and (ii) the then



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present value of such Plan’s vested benefits exceeds the then current value of assets
accumulated in such Plan by more than the amount of $1,000,000 (or in the case of a Termination
Event involving the withdrawal of a “substantial employer” (as defined in Section 4001(a)(2) of
ERISA), the withdrawing employer’s proportionate share of such excess shall exceed such amount);



     (h) Plan Withdrawals. The Borrower or any member of the Controlled Group as employer
under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer
Plan and the plan sponsor of such Multiemployer Plan shall have notified such withdrawing employer
that such employer has incurred a withdrawal liability in an annual amount exceeding $1,000,000;



     (i) Change of Control. The Borrower shall have discontinued its usual business or a
Change of Control shall have occurred;



     (j) Loan Documents. Any provision of any Loan Document shall for any reason cease to
be valid and binding on the Borrower or a Guarantor or any of their respective Subsidiaries or any
such Person shall so state in writing;



     (k) Security Instruments. (i) The Administrative Agent shall fail to have an
Acceptable Security Interest in any portion of the Collateral or (ii) any Security Instrument
shall at any time and for any reason cease to create the Lien on the Property purported to be
subject to such agreement in accordance with the terms of such agreement, or cease to be in full
force and effect, or shall be contested by the Borrower, any Guarantor or any of their respective
Subsidiaries;



     (l) Potential Failure of Title. The title of the Borrower, any Guarantor or any of
their respective Subsidiaries to any of the Oil and Gas Properties subject to the Mortgages, or any
material part thereof, shall become the subject matter of litigation before any Governmental
Authority or arbitrator which could reasonably be expected to result in a Material Adverse Change
with respect to the Borrower’s, such Guarantor’s or such Subsidiary’s title to such Oil and Gas
Properties;



     (m) Material Adverse Change. An event resulting in a Material Adverse Change shall
have occurred; or



     (n) Casualty. Loss, theft, substantial damage or destruction of a material portion of
the Collateral the subject of any Security Instrument not fully covered by insurance (except for
deductibles and allowing for the depreciated value of such Collateral) shall have occurred.



     Section 7.02 Optional Acceleration of Maturity. If any Event of Default (other than
an Event of Default pursuant to Section 7.01(e)) shall have occurred and be continuing, then, and
in any such event,



     (a) the Administrative Agent (i) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the obligation (if any) of each Lender to make
extensions of credit hereunder, including making Advances to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the



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Required Lenders, by notice to the Borrower, declare all principal, interest, fees,
reimbursements, indemnifications, and all other amounts payable under this Agreement, the Notes,
and the other Loan Documents to be forthwith due and payable, whereupon all such amounts shall
become and be forthwith due and payable in full, without notice of intent to demand, demand,
presentment for payment, notice of nonpayment, protest, notice of protest, grace, notice of
dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, all of
which are hereby expressly waived by the Borrower; and



     (b) the Administrative Agent shall at the request of, or may with the consent of, the Required
Lenders proceed to enforce its rights and remedies under the Security Instruments, the Guaranties,
and any other Loan Document for the ratable benefit of the Secured Parties by appropriate
proceedings.



     Section 7.03 Automatic Acceleration of Maturity. If any Event of Default pursuant to
Section 7.01(e) shall occur,



     (a) (i) the obligation (if any) of each Lender to make extensions of credit hereunder,
including making Advances shall terminate, and (ii) all principal, interest, fees, reimbursements,
indemnifications, and all other amounts payable under this Agreement, the Notes, and the other Loan
Documents shall become and be forthwith due and payable in full, without notice of intent to
demand, demand, presentment for payment, notice of nonpayment, protest, notice of protest, grace,
notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices,
all of which are hereby expressly waived by the Borrower; and



     (b) the Administrative Agent shall at the request of, or may with the consent of, the Required
Lenders proceed to enforce its rights and remedies under the Security Instruments, the Guaranties,
and any other Loan Document for the ratable benefit of the Secured Parties by appropriate
proceedings.



     Section 7.04 Right of Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Administrative Agent and each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by the Administrative Agent or such Lender to or for the credit or
the account of the Borrower or any of its Subsidiaries against any and all of the obligations of
the Borrower or any of its Subsidiaries now or hereafter existing under this Agreement, the Notes
held by the Administrative Agent or such Lender, and the other Loan Documents, irrespective of
whether or not the Administrative Agent or such Lender shall have made any demand under this
Agreement, such Notes, or such other Loan Documents, and although such obligations may be
unmatured. The Administrative Agent and each Lender agrees to promptly notify the Borrower after
any such set off and application made by the Administrative Agent or such Lender, provided
that the failure to give such notice shall not affect the validity of such set off and application.
The rights of the Administrative Agent and each Lender under this Section 7.04 are in addition to
any other rights and remedies (including other rights of set off) that the Administrative Agent or
such Lender may have.



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     Section 7.05 Non-exclusivity of Remedies. No remedy conferred upon the Administrative
Agent and the Lenders is intended to be exclusive of any other remedy, and each remedy shall be
cumulative of all other remedies existing by contract, at law, in equity, by statute or otherwise.



     Section 7.06 Application of Proceeds.



     (a) Prior to the Payment in Full of Senior Debt (as defined in the Subordination and
Intercreditor Agreement) and other than as otherwise permitted by the Subordination and
Intercreditor Agreement, any monies or Property actually received by the Administrative Agent
pursuant to this Agreement or any other Loan Document as a result of the exercise of any rights or
remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or
any of their respective Subsidiaries which secures any of the Obligations, shall in any event be
held in trust by the Administrative Agent for the benefit of Senior Agent and Senior Secured
Parties (as defined in the Subordination and Intercreditor Agreement) and promptly paid or
delivered to Senior Agent in the form received; and



     (b) after the Payment in Full of Senior Debt and the termination of the Subordination and
Intercreditor Agreement, any monies or Property actually received by the Administrative Agent
pursuant to this Agreement or any other Loan Document as a result of the exercise of any rights or
remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or
any of their respective Subsidiaries which secures any of the Obligations, shall shall be applied
in the following order:



          (i) First, to the payment of all amounts, including costs and expenses incurred in connection
with the collection of such proceeds and the payment of any part of the Obligations, due to the
Administrative Agent under any of the expense reimbursement or indemnity provisions of this
Agreement or any other Loan Document, any Security Instrument or other collateral documents, and
any applicable law;



          (ii) Second, ratably, according to the then unpaid amounts thereof, without preference or
priority of any kind among them, to the payment of the interest components of Obligations then due
and payable;



          (iii) Third, ratably, according to the then unpaid amounts thereof, without preference or
priority of any kind among them, to the payment of all other Obligations then due and payable;



          (iv) Fourth, the remainder, if any, to the Borrower or its Subsidiaries, or its respective
successors or assigns, or such other Person as may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.



     Section 7.07 Intercreditor Agreement. All rights of the Administrative Agent and the
Lenders in this Article VII shall be subject to the terms and conditions of the Subordination and
Intercreditor Agreement. In the event of a conflict between the terms of this Article VII and the
Subordination and Intercreditor Agreement, the Subordination and Intercreditor Agreement shall
control.



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ARTICLE VIII




THE ADMINISTRATIVE AGENT




     Section 8.01 Authorization and Action. Each Lender hereby appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to the Administrative Agent by the terms hereof and of the other
Loan Documents, together with such powers as are reasonably incidental thereto. As to any matters
not expressly provided for by this Agreement or any other Loan Document (including enforcement or
collection of the Notes), the Administrative Agent shall not be required to exercise any discretion
or take any action, but shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding upon all Lenders and all holders of Notes; provided,
however, that the Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan
Document, or applicable law.



     Section 8.02 Administrative Agent’s Reliance, Etc. Neither the Administrative Agent
nor any of its directors, officers, agents, or employees shall be liable for any action taken or
omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in
connection with this Agreement or the other Loan Documents, except for its or their own gross
negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and
nonappealable judgment. Without limitation of the generality of the foregoing, the Administrative
Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent
receives written notice of the assignment or transfer thereof signed by such payee and in form
satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for
the Borrower), independent public accountants, and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, warranties, or
representations made in or in connection with this Agreement or the other Loan Documents; (d) shall
not have any duty to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or any other Loan Document on the part of the
Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the
Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any
other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any
other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing
(which may be by telecopier or facsimile) believed by it to be genuine and signed or sent by the
proper party or parties.



     Section 8.03 The Administrative Agent and Its Affiliates. With respect to its
Commitment, the Advances made by it and the Notes issued to it, the Administrative Agent shall have
the same rights and powers under this Agreement as any other Lender and may exercise the same as
though it were not the Administrative Agent. The term “Lender” or “Lenders” shall,
unless otherwise expressly indicated, include the Administrative Agent in its individual capacity.



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The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as
trustee under indentures of, and generally engage in any kind of business with, the Borrower or any
of its Subsidiaries, and any Person who may do business with or own securities of the Borrower or
any such Subsidiary, all as if the Administrative Agent were not an agent hereunder and without any
duty to account therefor to the Lenders.



     Section 8.04 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender and based on
the Financial Statements and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it shall, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement.



     Section 8.05 Indemnification. THE LENDERS SEVERALLY AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), ACCORDING TO THEIR RESPECTIVE
PRO RATA SHARES FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH
MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY RELATING TO
OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE),
AND INCLUDING ENVIRONMENTAL LIABILITIES, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE ADMINISTRATIVE AGENT’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE
JUDGMENT. WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE
AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY OUT OF POCKET EXPENSES (INCLUDING COUNSEL
FEES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT IS NOT REIMBURSED
FOR SUCH BY THE BORROWER.



     Section 8.06 Successor Administrative Agent. The Administrative Agent may resign at
any time by giving written notice thereof to the Lenders and the Borrower and may be removed



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at any time with or without cause by the Required Lenders upon receipt of written notice from
the Required Lenders to such effect. Upon receipt of notice of any such resignation or removal,
the Required Lenders shall have the right to appoint a successor Administrative Agent with, if any
Event of Default has not occurred and is not continuing, the consent of the Borrower, which consent
shall not be unreasonably withheld. If no successor Administrative Agent shall have been so
appointed by the Required Lenders with the consent of the Borrower, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent’s giving of notice of
resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders and the Borrower, appoint a successor
Administrative Agent, which shall be, in the case of a successor agent, a commercial bank organized
under the laws of the United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000.00. Upon the acceptance of any appointment as
Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations under this Agreement and the other Loan Documents. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of
this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan Documents.



ARTICLE IX




MISCELLANEOUS




     Section 9.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement, the Notes, or any other Loan Document, nor consent to any departure by the Borrower or
any Subsidiary therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver, or consent shall, unless in writing and signed by all the
Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01,
(b) increase the Commitments of the Lenders, (c) reduce the principal of, or interest on, the Notes
or any fees or other amounts payable hereunder or under any other Loan Document, (d) postpone any
date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder or extend the Maturity Date, (e) change the percentage of Lenders which shall be
required for the Lenders or any of them to take any action hereunder or under any other Loan
Document, (f) amend Section 2.08, Section 7.06 or this Section 9.01, (g) amend the definition of
“Required Lenders,” (h) release any Guarantor from its obligations under any Guaranty, except in
connection with a transaction expressly permitted by Section 6.04 (i) permit the Borrower or any
Subsidiary to enter into any merger or consolidation with or into any other Person that is not
expressly permitted by Section 6.04(a), or amend Section 6.04(a), (j) release any Collateral
securing the Obligations, except for releases of Collateral sold as permitted by this Agreement, or
(k) amend or waive any provision of, nor consent to any departure by any party thereto from, the
Subordination and Intercreditor Agreement, and provided, further, that no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in



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addition to the Lenders required above to take such action, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document.



     Section 9.02 Notices, Etc. All notices and other communications shall be in writing
(including telecopy or facsimile) and mailed by certified mail, return receipt requested,
telecopied, faxed, hand delivered, or delivered by a nationally recognized overnight courier, at
the address for the appropriate party specified in Schedule I or at such other address as shall be
designated by such party in a written notice to the other parties. All such notices and
communications shall, when so mailed, telecopied, or hand delivered or delivered by a nationally
recognized overnight courier, be effective when received if mailed, when telecopy transmission is
completed, or when delivered by such messenger or courier, respectively, except that notices and
communications to the Administrative Agent pursuant to Article II or VIII shall not be effective
until received by the Administrative Agent.



     Section 9.03 No Waiver; Remedies. No failure on the part of any Lender, the
Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.



     Section 9.04 Costs and Expenses. The Borrower agrees to pay on demand (a) all
reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, and amendment of this Agreement,
the Notes, the Guaranties, and the other Loan Documents including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement, and (b) all
out-of-pocket costs and expenses, if any, of the Administrative Agent and each Lender (including
reasonable counsel fees and expenses of the Administrative Agent and each Lender) in connection
with the enforcement (whether through negotiations, legal proceedings, or otherwise) of this
Agreement, the Notes, the Guaranties, and the other Loan Documents.



     Section 9.05 Binding Effect. This Agreement shall become effective when it shall have
been executed by the Borrower and the Administrative Agent, and when the Administrative Agent shall
have, as to each Lender, either received a counterpart hereof executed by such Lender or been
notified by such Lender that such Lender has executed it and thereafter shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights or
delegate its duties under this Agreement or any interest in this Agreement without the prior
written consent of each Lender.



     Section 9.06 Lender Assignments and Participations.



     (a) Assignments. Any Lender may assign to one or more banks or other entities all or
any portion of its rights and obligations under this Agreement; provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and
obligations assigned under this Agreement, (ii) the amount of Advances of such Lender being
assigned pursuant to each such assignment (determined as of the date of the Assignment and



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Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not
less than $5,000,000.00 and shall be an integral multiple of $1,000,000.00 in excess thereof,
(iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording
in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment,
and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent) shall
pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least three Business Days after the execution thereof,
(A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have
the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining portion of such
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto).



     (b) Terms of Assignments. By executing and delivering an Assignment and Acceptance,
the Lender thereunder and the assignee thereunder confirm to and agree with each other and the
other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such Lender makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency of value of this Agreement
or any other instrument or document furnished pursuant hereto; (ii) such Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrower or its Subsidiaries or the performance or observance by the Borrower or its
Subsidiaries of any of their obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the Financial Statements referred to in Section 4.05 and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.



     (c) The Register. The Administrative Agent shall maintain at its address referred to
in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the Commitments of, and
principal amount of the Advances owing to, each Lender from time to time (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest



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error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any reasonable time and
from time to time upon reasonable prior notice.



     (d) Procedures. Upon its receipt of an Assignment and Acceptance executed by a Lender
and an Eligible Assignee, together with the Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form
of the attached Exhibit A: (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register, and (iii) give prompt notice thereof to the Borrower. Within
five Business Days after its receipt of such notice, the Borrower shall execute and deliver to the
Administrative Agent in exchange for the surrendered Notes (A) a new Note to the order of such
Eligible Assignee in an amount equal to the Advances purchased by it pursuant to such Assignment
and Acceptance and (B) if such Lender has retained any portion of the Advances owing to it, a new
Note to the order of such Lender in an amount equal to the portion retained by it hereunder. Such
new Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise
be in substantially the form of the attached Exhibit D.



     (e) Participations. Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this Agreement (including
all or a portion of the Advances owing to it and the Notes held by it); provided, however,
that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Notes for all purposes of this
Agreement, (iv) the Borrower, the Administrative Agent, and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement, and (v) such Lender shall not require the participant’s consent to any matter
under this Agreement, except for change in the principal amount of the Notes, reductions in fees or
interest, releasing all or substantially all of any Collateral, permitting the Borrower or any
Subsidiary to enter into any merger or consolidation with or into any other, postponement of any
date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder, or extensions of the Maturity Date. The Borrower hereby agrees that
participants shall have the same rights under Sections 2.09, 2.10, 2.11(c), and 9.07 as a Lender to
the extent of their respective participations.



     Section 9.07 Indemnification. THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT,
THE LENDERS AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND
AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES,
LIABILITIES, CLAIMS, OR DAMAGES WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THEM IN
ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (INCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES,
OR EXPENSE INCURRED BY REASON OF THE PERSON BEING INDEMNIFIED’S OWN NEGLIGENCE OR STRICT LIABILITY)
AND INCLUDING



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ENVIRONMENTAL LIABILITIES, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR
EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE
INDEMNIFIED, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE
JUDGMENT.



     Section 9.08 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart signature page of this Agreement by
facsimile is as effective as executing and delivering this Agreement in the presence of the other
parties to this Agreement.



     Section 9.09 Survival of Representations, Etc. All representations and warranties
contained in this Agreement or made in writing by or on behalf of the Borrower in connection
herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the
making of the Advances and any investigation made by or on behalf of the Lenders, none of which
investigations shall diminish any Lender’s right to rely on such representations and warranties.
All obligations of the Borrower provided for in Sections 2.09, 2.10, 2.11(c), 9.04, and 9.07 and
all of the obligations of the Lenders in Section 8.05 shall survive any termination of this
Agreement and repayment in full of the Obligations.



     Section 9.10 Severability. In case one or more provisions of this Agreement or the
other Loan Documents shall be invalid, illegal or unenforceable in any respect under any applicable
law, the validity, legality, and enforceability of the remaining provisions contained herein or
therein shall not be affected or impaired thereby.



     Section 9.11 Business Loans. The Borrower warrants and represents that the Loans
evidenced by the Notes are and shall be for business, commercial, investment, or other similar
purposes and not primarily for personal, family, household, or agricultural use, as such terms are
used in Chapter One (“Chapter One”) of the Texas Credit Code. At all such times, if any,
as Chapter One shall establish a Maximum Rate, the Maximum Rate shall be the “indicated rate
ceiling” (as such term is defined in Chapter One) from time to time in effect.



     Section 9.12 Governing Law; Submission to Jurisdiction. This Agreement, the Notes and
the other Loan Documents shall be governed by, and construed and enforced in accordance with, the
laws of the State of Texas. Without limiting the intent of the parties set forth above, (a)
Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans and revolving
tri-party accounts (formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15)), shall not apply
to this Agreement, the Notes, or the transactions contemplated hereby and (b) to the extent that
any Lender may be subject to Texas law limiting the amount of interest payable for its account,
such Lender shall utilize the indicated (weekly) rate ceiling from time to time in effect. The
Borrower hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting
in Dallas, Texas, in any action or proceeding arising out of or relating to this Agreement or the
other Loan Documents, and the Borrower hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such court. The Borrower hereby
unconditionally and irrevocably waives, to the fullest extent it may effectively do so, any right
it may have to the



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defense of an inconvenient forum to the maintenance of such action or proceeding. The
Borrower hereby agrees that service of copies of the summons and complaint and any other process
which may be served in any such action or proceeding may be made by mailing or delivering a copy of
such process to such Borrower at its address set forth in this Agreement. The Borrower agrees that
a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Section shall affect the rights of any Lender to serve legal process in any other manner permitted
by the law or affect the right of any Lender to bring any action or proceeding against the Borrower
or its Property in the courts of any other jurisdiction.



     Section 9.13 USA Patriot Act. Each Lender that is subject to the Patriot Act and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Borrower and each other Loan Party, which information includes the
name and address of the Borrower and each other Loan Party and other information that will allow
such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other
Loan Party in accordance with the Patriot Act.



     Section 9.14 Assumption, Amendment, Restatement and Rearrangement of Prior Debt. The
Borrower hereby assumes all of the Debt and other duties, obligations, and rights of the Existing
Borrower under the Existing Credit Agreement. The parties hereto agree that this Agreement amends,
restates and rearranges the Existing Credit Agreement in its entirety and is not a new or
substitute credit agreement or novation of the Existing Credit Agreement. The Borrower (a)
represents and warrants that neither it nor any Guarantor has any defenses to the enforcement of
the Security Instruments to which it or such Guarantor is a party, (b) agrees that according to its
terms, the Borrower’s and any Guarantor’s obligations (and the security interests granted by the
Borrower or any Guarantor) under the Security Instruments to which it is a party will continue in
full force and effect to secure the Obligations and such other amounts in accordance with the terms
of the Loan Documents, and (c) acknowledges, represents, warrants and agrees that the liens and
security interests granted by it or any Guarantor pursuant to the Security Instruments to which it
or such Guarantor is a party are valid and subsisting and that each of the Security Instruments to
which it or such Guarantor is a party creates a valid, perfected Lien in favor of the
Administrative Agent to secure the Obligations, covering and encumbering all collateral granted or
purported to be granted by such Security Instrument to which it or such Guarantor is a party. Each
of the Security Instruments remains in full force and effect as executed by the parties thereto,
and nothing herein shall act as a waiver of any of the Administrative Agent’s or other Secured
Parties’ rights under any Security Instrument, including the waiver of any Default or Event of
Default, if any, however denominated.



     Section 9.15 Subordination and Intercreditor Agreement. The Administrative Agent is
hereby authorized on behalf of the Lenders for the Lenders to enter into the Subordination and
Intercreditor Agreement. A copy of such Subordination and Intercreditor Agreement will be made
available to each Lender on the Effective Date and thereafter upon request. Each Lender
acknowledges and agrees to the terms of such Subordination and Intercreditor Agreement and agrees
that the terms thereof shall be binding on such Lender and its successors and assigns, as if it
were a party thereto.



-66-









 





     Section 9.16 WAIVER OF JURY TRIAL. THE BORROWER, THE LENDERS, AND THE ADMINISTRATIVE
AGENT HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AND HAVE CONSULTED WITH COUNSEL OF
THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL
RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



     Section 9.17 ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS
DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




[Remainder of this page intentionally left blank. Signature page follows.]




-67-









 





     EXECUTED as of the date first above written.



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ DAVID D. LE NORMAN
 

David D. Le Norman
	 	 
	 

	 	Title:
	 	President	 	 






[SIGNATURE PAGE TO AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT]




 









 





	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT	 	 
	 
	 	 	 	 	 	 
	 	 	UNIONBANCAL EQUITIES, INC.

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ TED MCNULTY
 

Ted McNulty
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ HENRY PARK
 

Henry Park
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	LENDERS	 	 
	 
	 	 	 	 	 	 
	 	 	UNIONBANCAL EQUITIES, INC.

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ TED MCNULTY
 

Ted McNulty
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ HENRY PARK
 

Henry Park
	 	 
	 

	 	Title:
	 	President	 	 






[SIGNATURE PAGE TO AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT]




 









 





	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND plc

as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ JULIA R. FRANKLIN
 

Julia R. Franklin
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[SIGNATURE PAGE TO AMENDED AND RESTATED SUBORDINATED CREDIT AGREEMENT]




 









 








EXHIBIT A




FORM OF ASSIGNMENT AND ACCEPTANCE



This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are
several and not joint.]4 Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth
herein in full.



For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including without limitation any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a
Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in
any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights
and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and Acceptance, without representation or warranty by [the][any]
Assignor.




	 	 	 	 	 
	1.

	 	Assignor[s]:
	 	                                        








 




			
	1	 	For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple
Assignors, choose the second bracketed language.
	 
	2	 	For bracketed language here and elsewhere in this form
relating to the Assignee(s), if the assignment is to a single Assignee, choose
the first bracketed language. If the assignment is to multiple Assignees,
choose the second bracketed language.
	 
	3	 	Select as appropriate.
	 
	4	 	Include bracketed language if there are either multiple
Assignors or multiple Assignees.





Exhibit A — Form of Assignment and Acceptance

Subordinated Credit Agreement




 









 





	 	 	 	 	 
	 

	 	 	 	                                        
	 
	 	 	 	 
	2.

	 	Assignee[s]:
	 	                                        
	 
	 	 	 	 
	 

	 	 	 	                                        
	 
	 	 	 	 
	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]

	 
	 	 	 	 
	3.

	 	Borrower(s):
	 	Crusader Energy Group Inc., a Nevada corporation
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	UnionBanCal Equities, Inc., as the administrative agent under the
Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	$30,000,000 Amended and Restated Subordinated Credit Agreement dated as of
June 26, 2008 among the Borrower, the Lenders parties thereto, and the Administrative Agent
	 
	 	 	 	 
	6.

	 	Assigned Interest[s]:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	Amount of	 	 	Percentage	 	 	 	 
	Assignor	 	Assignee	 	 	Commitments	 	 	Commitment	 	 	Assigned of	 	 	CUSIP	 
	[s]	 	[s]	 	 	for all Lenders	 	 	Assigned	 	 	Commitments 5	 	 	Number	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	[7.

	 	Trade Date:
	 	                    ]6






Effective Date:                      ___, 20___.7



The terms set forth in this Assignment and Acceptance are hereby agreed to:




	 	 	 	 	 	 	 
	 	 	ASSIGNOR[S]

[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 








 




			
	5	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment of all Lenders thereunder.
	 
	6	 	To be completed if the Assignor(s) and the Assignee(s)
intend that the minimum assignment amount is to be determined as of the Trade
Date.
	 
	7	 	To be inserted by Administrative Agent and which shall be the
effective date of recordation of transfer in the Register thereof.





Exhibit A — Form of Assignment and Acceptance

Subordinated Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	ASSIGNOR[S]

[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






[Consented to and]8 Accepted:



as

UNIONBANCAL EQUITIES, INC., as Administrative Agent




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Title:
	 	 








 




			
	8	 	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.





Exhibit A — Form of Assignment and Acceptance

Subordinated Credit Agreement




 









 





Annex 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE



1. Representations and Warranties.



1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.



1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee (subject to such
consents, if any, as may be required under the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v)
it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to Section
5.06 thereof, as applicable, and such other documents and information as it deems appropriate to
make its own credit analysis and decision to enter into this Assignment and Acceptance and to
purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and
Acceptance and to purchase [the][such] Assigned Interest, and (vii) if it is a Person that is
organized under the laws of a jurisdiction other than that in which the Borrower is resident for
tax purposes, attached to the Assignment and Acceptance is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




Exhibit A — Form of Assignment and Acceptance

Subordinated Credit Agreement





 









 







2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to,
on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate
adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with
respect to the making of this assignment directly between themselves.



3. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Acceptance may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the law of the State of Texas.




Exhibit A — Form of Assignment and Acceptance

Subordinated Credit Agreement




 









 








EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE




FOR
THE PERIOD FROM ____, 200___ TO ____, 200___




     This
certificate dated as of                     , ___ is prepared pursuant to the Amended and
Restated Subordinated Credit Agreement dated as of June 26, 2008 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”) among Crusader Energy Group
Inc., a Nevada corporation (“Borrower”), the lenders party thereto (the “Lenders”),
and UnionBanCal Equities, Inc., as administrative agent for such Lenders (in such capacity, the
“Administrative Agent”). Unless otherwise defined in this certificate, capitalized terms
that are defined in the Credit Agreement shall have the meanings assigned to them by the Credit
Agreement.



     The undersigned hereby certifies that:



     (a) that all of the representations and warranties made by the Borrower in the Credit
Agreement and the other Loan Documents are true and correct in all material respects as if made on
this date, except to the extent that any such representation or warranty expressly relates solely
to an earlier date, in which case it shall have been true and correct in all material respects as
of such earlier date;



     [(b) that no Default or Event of Default has occurred or is continuing; and]



     [(b) the following Default[s] or Event[s] of Default exist as of the date hereof or have
occurred since the date of the Borrower’s previous certification to the Agent, if any, and the
actions set forth below are being taken to remedy such circumstances:



                                             ; and]



     (c) that for the Borrower and its Subsidiaries and as of the last day of the previous quarter
the following statements, amounts, and calculations were true and correct:



I.
Leverage Ratio – Section 6.171




	 	   	 	 	 	 	 	 	 
	 	 	(a)	 	Consolidated Debt	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	Consolidated EBITDA =	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(i) + (ii) + (iii) + (iv) + (v) + (vi) – (vii) =	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	Net Income
	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	Interest
Expense2
	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	taxes2
	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iv)
	 	depreciation, amortization and depletion2
	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(v)
	 	non-cash charges related to stock based
compensation under SFAS 123(R)
	 	$                                        








 




			
	1	 	EBITDA and its components calculated for the four
fiscal quarters then ended.
	 
	2	 	Only to the extent deducted in determining
consolidated Net Income.





Exhibit B — Form of Compliance Certificate

Subordinated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(vi)
	 	non-cash losses related to SFAS 133
	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(vii)
	 	non-cash gains related to SFAS 133
	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Leverage Ratio = (a) to (b)	 	                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Maximum Leverage Ratio:	 	4.50 to 1.00
	 
	 	 	 	 	 	 	 	 
	 	 	COMPLIANCE	 	YES     NO
	 
	 	 	 	 	 	 	 	 
	II.	 	Current Ratio
— Section 6.18	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	(a)	 	Consolidated current assets3	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	Consolidated current liabilities4	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Current Ratio = (a) to (b)	 	                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Minimum Current Ratio: 	 	1.00 to 1.00
	 
	 	 	 	 	 	 	 	 
	 	 	COMPLIANCE	 	YES     NO
	 
	 	 	 	 	 	 	 	 
	III.	 	Interest Coverage
Ratio — Section 6.19	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	(a)	 	Consolidated
EBITDA5= see I(b) above=	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	Consolidated
Interest Expense6	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Interest Coverage Ratio = (a) to (b)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Minimum Interest Coverage Ratio:	 	2.00 to 1.00
	 
	 	 	 	 	 	 	 	 
	 	 	COMPLIANCE	 	YES     NO








 




			
	3	 	For purposes of this calculation, “current assets”
shall include, as of the date of calculation, the Unused Commitment Amount but
shall exclude (a) any cash deposited with or at the request of a counterparty
to any Hedge Contract and (b) any assets representing a valuation account
arising from the application of SFAS 133 and 143.
	 
	4	 	For purposes of this calculation, “current
liabilities” shall exclude, as of the date of calculation, the current portion
of Debt existing under the Credit Agreement, the current portion of long-term
Debt existing under the Subordinated Credit Agreement, and any liabilities
representing a valuation account arising from the application of SFAS 133 and
143.
	 
	5	 	EBITDA and its components calculated for the four
fiscal quarters then ended.
	 
	6	 	Interest Expense calculated for the four fiscal
quarters then ended.





Exhibit B — Form of Compliance Certificate

Subordinated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	IV.	 	Minimum Reserve Coverage- Section 6.20	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	(a)	 	PDP NPV =	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	PDNP NPV =	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(c)	 	PUD NPV =	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(d)	 	(a) divided by sum of (a) plus (b) plus (c)	 	%                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(e)	 	(a) divided by .60	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(f)	 	(a) plus (b) plus (c)	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(g)	 	Total Present Value = either (f), or if (d) is less
than 60%, then Total Present Value equals (e)=	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	(h)	 	consolidated Debt = see I(a) above =	 	$                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Minimum Reserve Ratio = (g) to (h)	 	                                        
	 
	 	 	 	 	 	 	 	 
	 	 	Minimum Interest Coverage Ratio:	 	1.50 to 1.00
	 
	 	 	 	 	 	 	 	 
	 	 	COMPLIANCE	 	YES     NO






     IN WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate as of
                    , 20___.



	 	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit B — Form of Compliance Certificate

Subordinated Credit Agreement




 









 








EXHIBIT C




FORM OF MORTGAGE




See attached.




Exhibit C — Form of Mortgage

Subordinated Credit Agreement




 









 








EXHIBIT D




FORM OF NOTE




     THE OBLIGATIONS OF THE BORROWER UNDER THIS NOTE ARE SUBORDINATED TO THE PAYMENT OF CERTAIN
SENIOR DEBT AS SET FORTH IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT REFERRED TO BELOW.



NOTE




			
	 	 	 
	$            
        
	 	             
       , 2008






     For value received, the undersigned Crusader Energy Group Inc., a Nevada corporation
(“Borrower”), hereby promises to pay to the order of        
             
(“Bank”), the principal amount of           
           Dollars ($      
              ) or, if
less, the aggregate outstanding principal amount of the Advances (as defined in the Credit
Agreement referred to below) made by the Bank to the Borrower, together with interest on the unpaid
principal amount of the Advances from the date of such Advances until such principal amount is paid
in full, at such interest rates, and at such times, as are specified in the Credit Agreement.



     This Note is one of the Notes referred to in, and is entitled to the benefits of, and is
subject to the terms of, the Amended and Restated Subordinated Credit Agreement dated as of June
26, 2008 (as the same may be amended, restated, supplemented or modified from time to time, the
“Credit Agreement”), among the Borrower, the lenders party thereto (the “Lenders”),
and UnionBanCal Equities, Inc., as administrative agent for the Lenders (the “Administrative
Agent”). Capitalized terms used in this Note that are defined in the Credit Agreement and not
otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement.
The Credit Agreement, among other things, (a) provides for the making of the Advances by the Bank
to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount
first above mentioned, the indebtedness of the Borrower resulting from each such Advance being
evidenced by this Note and (b) contains provisions for acceleration of the maturity of this Note
upon the happening of certain events stated in the Credit Agreement and for optional and mandatory
prepayments of principal prior to the maturity of this Note upon the terms and conditions specified
in the Credit Agreement.



     This Note is also subject to the terms and provisions of the Amended and Restated
Subordination and Intercreditor Agreement dated as of June 26, 2008 (as the same may be modified
from time to time, the “Subordination and Intercreditor Agreement”), among the Borrower,
the Guarantors, the Administrative Agent, the Lenders, the Senior Lenders, and Union Bank of
California, N.A., as administrative agent for the Senior Lenders. The Subordination and
Intercreditor Agreement, among other things, contains subordination



Exhibit D — Form of Note

Subordinated Credit Agreement




 









 




provisions that subordinate the rights of the Bank to obtain payment of and exercise remedies
with respect to this Note.




     Both principal and interest are payable in lawful money of the United States of America to the
Administrative Agent at the place and in the manner specified in the Credit Agreement. The Bank
shall record payments of principal made under this Note, but no failure of the Bank to make such
recordings shall affect the Borrower’s repayment obligations under this Note.



     Without being limited thereto or thereby, this Note is secured by the Security Instruments and
guaranteed under the Guaranties.



     Except as specifically provided in the Credit Agreement, the Borrower hereby waives
presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other
notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on
the part of the holder of this Note shall operate as a waiver of such rights.



     This Note shall be governed by, and construed and enforced in accordance with, the laws of the
state of Texas (except that Chapter 346 of the Texas Finance Code Chapter, which regulates certain
revolving credit loan accounts, shall not apply to this Note).



     THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



	 	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit D — Form of Note

Subordinated Credit Agreement




 









 








EXHIBIT E




FORM OF NOTICE OF BORROWING




[Date]





UnionBanCal Equities, Inc., as Administrative Agent

445 South Figueroa Street, 15th Floor

Los Angeles, California 90071




Attention: LOAN PROCESSOR



Ladies and Gentlemen:



The undersigned, Crusader Energy Group Inc., a Nevada corporation (the “Borrower”), refers
to the Amended and Restated Subordinated Credit Agreement dated as of June 26, 2008 (as the same
may be amended, restated, supplement or modified from time to time, the “Credit Agreement”,
the defined terms of which are used in this Notice of Borrowing unless otherwise defined in this
Notice of Borrowing) among the Borrower, the lenders party thereto (the “Lenders”), and
UnionBanCal Equities, Inc., as administrative agent for the Lenders (the “Administrative
Agent”), and hereby gives you irrevocable notice pursuant to Section 2.02(a) of the Credit
Agreement that the undersigned hereby requests a Borrowing, and in connection with that request
sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as
required by Section 2.02(a) of the Credit Agreement:





	 	(a)	 	The Business Day of the Proposed Borrowing is ___ ___, 2008.
	 
	 	(b)	 	The Proposed Borrowing will be composed of [Reference Rate Advances]
[Eurodollar Rate Advances].
	 
	 	(c)	 	The aggregate amount of the Proposed Borrowing is $        
            .
	 
	 	(d)	 	[The Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is [___ month[s]].]




The Borrower hereby certifies that the following statements are true on the date hereof, and will
be true on the date of the Proposed Borrowing:





	 	(1)	 	the representations and warranties contained in Article IV of the Credit
Agreement and the representations and warranties contained in the Security Instruments,
the Guaranties, and each of the other Loan Documents are true and correct in all
material respects on and as of the date of the Proposed Borrowing, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds from the
Proposed Borrowing, as though made on and as of such date, except to the extent that
any such representation or warranty expressly relates solely to an earlier date, in
which case it shall have been true and correct in all material respects as of such
earlier date; and





Exhibit E — Form of Notice of Borrowing

Subordinated Credit Agreement




 









 






	 	(2)	 	no Default has occurred and is continuing or would result from the Proposed
Borrowing or from the application of the proceeds therefrom.





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit E — Form of Notice of Borrowing

Subordinated Credit Agreement




 









 








EXHIBIT F




FORM OF NOTICE OF CONVERSION OR CONTINUATION




[Date]





UnionBanCal Equities, Inc., as Administrative Agent

445 South Figueroa Street, 15th Floor

Los Angeles, California 90071

Attention: LOAN PROCESSOR


Ladies and Gentlemen:



The undersigned, Crusader Energy Group Inc., a Nevada corporation (the “Borrower”), refers
to the Amended and Restated Subordinated Credit Agreement dated as of June 26, 2008 (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement,” the defined terms of which are used in this Notice of Conversion or Continuation
unless otherwise defined in this Notice of Conversion or Continuation) among the Borrower, the
lenders party thereto (the “Lenders”), and UnionBanCal Equities, Inc., as administrative
agent for the Lenders (the “Administrative Agent”), and hereby gives you irrevocable notice
pursuant to Section 2.02(b) of the Credit Agreement that the undersigned hereby requests a
Conversion or continuation of an outstanding Borrowing, and in connection with that request sets
forth below the information relating to such Conversion or continuation (the “Proposed
Borrowing”) as required by Section 2.02(b) of the Credit Agreement:





	 	(e)	 	The Business Day of the Proposed Borrowing is            
         , 20___.
	 
	 	(f)	 	The Proposed Borrowing consists of [a Conversion to [Reference Rate Advances]
[Eurodollar Rate Advances]] [a continuation of Eurodollar Rate Advances].
	 
	 	(g)	 	The aggregate amount of the Borrowing to be [Converted] [continued] is $___
and consists of [Reference Rate Advances] [Eurodollar Rate Advances].
	 
	 	(h)	 	[The Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is [___ month[s]].]






	The Borrower hereby certifies that the following statements are true on the date hereof, and will
be true on the date of the Proposed Borrowing:






	 	(a)	 	the representations and warranties contained in Article IV of the Credit
Agreement and the representations and warranties contained in the Security Instruments,
the Guaranties, and each of the other Loan Documents are true and correct in all
material respects on and as of the date of the Proposed Borrowing, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds from the
Proposed Borrowing, as though made on and as of such date, except to the extent that
any such representation or warranty expressly relates solely to an earlier date, in
which case it shall have been true and correct in all material respects as of such
earlier date; and





Exhibit E — Form of Notice of Borrowing

Subordinated Credit Agreement









 









 












	 	(b)	 	no Default has occurred and is continuing or would result from the Proposed
Borrowing or from the application of the proceeds therefrom.





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit E — Form of Notice of Borrowing

Subordinated Credit Agreement




 









 








EXHIBIT F




FORM OF SECURITY AGREEMENT




See attached.




Exhibit G — Form of Security Agreement

Subordinated Credit Agreement





 









 








EXHIBIT H




FORM OF TRANSFER LETTERS




         
           , 20__





      
                   
               

   
                    
                 

  
                     
                 



	 	 	 	 	 
	 

	 	Re:
	 	Agreement dated           
          , by and between      
              , as
Seller, and                  
                   
    , as Buyer (the “Contract”).






Ladies and Gentlemen:



Each of Crusader Energy Group Inc., a Nevada corporation and
 each of its subsidiaries listed on the
signature page hereof (“Mortgagor”), has executed a mortgage or deed of trust dated
effective as                  
    (“Mortgage”) for the benefit of UnionBanCal Equities,
Inc., as Administrative Agent for the ratable benefit of itself, the Lenders (as defined in the
Mortgage) and certain other credit parties as described in the Mortgage, which Mortgage has been
recorded in the Real Property Records of the Counties listed on the attached Exhibit A. A
copy of the Mortgage is enclosed. The properties covered by the Mortgage include all of the oil,
gas and other hydrocarbons and/or other minerals attributable to the above-referenced Contract to
which we understand you are currently a party and includes the well or wells listed on the attached
Exhibit A with respect to which you are remitting proceeds of production to the Mortgagor.
Your division order or lease numbers for such well or wells are set forth on the attached
Exhibit A.



Pursuant to Article III of the Mortgage, the Administrative Agent is entitled to receive all of
Mortgagor’s interest in all Hydrocarbons (as defined in the Mortgage), which are covered by the
above-referenced Contract, all products obtained or processed therefrom, and the revenues and
proceeds attributable thereto. The assignment of the Hydrocarbons, products and proceeds was
effective as of 7:00 A.M., Dallas, Texas time, on               
       (“Effective Date”).
The Lenders, however, as provided in Article III, have permitted Mortgagor to collect the
Hydrocarbons and the revenues and proceeds attributable thereto until the Administrative Agent or
the Mortgagor shall have instructed the seller or purchaser of production to deliver such
Hydrocarbons and all proceeds therefrom directly to the Administrative Agent. The purpose of this
letter is to notify you that, commencing immediately upon the receipt hereof, and in accordance
with the terms and conditions of the Mortgage, you are to deliver all proceeds attributable to the
sale of such Hydrocarbons pursuant to the above-referenced Contract directly to the Administrative
Agent at its office at 445 South Figueroa Street, 13th Floor, Los Angeles, California 90071,
Telephone: (                  
  )                  
   , Facsimile: (              
      )              
       , Attention:           
          , or to
such other address of which we may subsequently notify you in writing. If you require the
execution of transfer or division orders, please forward the transfer




Exhibit H — Form of Transfer Letter

Subordinated Credit Agreement




 









 







or division orders to the Administrative Agent at its address at indicated above, Attention:
                                      .



Should you have any questions in connection with any of the foregoing, please do not hesitate to
contact us.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP
INC., as 
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	CRUSADER ENERGY GROUP INC.

HAWK ENERGY FUND I, LLC

By: Crusader Energy Group Inc., its sole member

KNIGHT ENERGY GROUP, LLC

By: Crusader Energy Group Inc., its sole member

KNIGHT ENERGY GROUP II, LLC

By: Crusader Energy Group Inc., its sole member

RCH UPLAND ACQUISITION, LLC

By: Crusader Energy Group Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 


	 	 
	 
	 	     David D. Le Norman

     President	 	 
	 
	 	 	 	 	 	 
	 	 	WESTSIDE ENERGY PRODUCTION COMPANY, LP

By: Westside Energy GP, L.L.C., its general
partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






Exhibit H — Form of Transfer Letter

Subordinated Credit Agreement




 









 





EXHIBIT A




			
	 	 	 
	Name and Location of Well
	 	Division Order or Lease No.






Exhibit H — Form of Transfer Letter

Subordinated Credit Agreement





 









 








SCHEDULE I

BORROWER, ADMINISTRATIVE AGENT, AND LENDER INFORMATION




Administrative Agent:




UnionBanCal Equities, Inc.

445 South Figueroa Street, 21st Floor

Los Angeles, California 90071

Attention: Maggie Elower

Phone: 213-236-7881

Fax: 213-236-7619




Borrower:




Crusader Energy Group Inc.

4747 Gaillardia Parkway

Oklahoma City, OK 73142

Attention: John G. Heinen

Facsimile: 405-285-7522




			
	 	 	 
	Lenders:
	 	Applicable Lending Offices:






	 	 	 	 	 
	UnionBanCal Equities, Inc.	 	U.S. Domestic Lending Office:
	
	 	 	 	 
	Commitment: $20,000,000	 	1980 Saturn Street, Mail Code V01-120
	 	 	Monterey Park, CA 91754
	 

	 	Telephone:
	 	(323) 720-2870
	 

	 	Telecopy:
	 	(800) 446-9951 and (866) 446-8034
	 

	 	Attention:
	 	Mario Suncin, Commercial Loan

Operations Department
	 

	 	Email:
	 	#clo_synd @uboc.com
	 
	 	 	 	 
	 	 	Eurodollar Lending Office:
	 	 	Same as U.S. Domestic Lending Office






Schedule I

Borrower, Administrative Agent, and Lender Information




 









 





	 	 	 	 	 
	Bank of Scotland
Commitment: $10,000,000	 	Eurodollar Lending Office
565 Fifth Avenue
	 
	 	 	 	 
	 	 	New York, New York 10017
	 

	 	Attention:
	 	Victoria McFadden, AVP
	 

	 	Telephone:
	 	(212) 450-0876
	 

	 	Telecopy:
	 	(212) 479-2087
	 
	 	 	 	 
	 	 	With a copy to:
	 	 	Bank of Scotland, Houston Office

One City Centre

1021 Main Street, Suite 1370

Houston, Texas 77002
	 

	 	Attention:
	 	Richard Butler
	 

	 	Telephone:
	 	(713) 650-0609
	 

	 	Telecopy:
	 	(713) 651-9714
	 
	 	 	 	 
	 	 	Domestic Lending Office
	 	 	Same as Eurodollar Lending Office






Schedule I

Borrower, Administrative Agent, and Lender Information




 









 








Schedule 4.01
-

Subsidiaries




	 	 	 
	Borrower:

	 	Crusader Energy Group Inc. f/k/a Westside Energy Corporation
	 
	 	 
	Subsidiaries:

	 	Crusader Management Corporation
	 

	 	Crusader Energy Group, LLC
	 

	 	Hawk Energy Fund I, LLC
	 

	 	Knight Energy Group, LLC
	 

	 	Knight Energy Group II, LLC
	 

	 	Knight Energy Management, LLC
	 

	 	RCH Upland Acquisition, LLC
	 

	 	Westside Energy Production Company, LP
	 

	 	Westside Energy GP, L.L.C.
	 

	 	Westside Energy Operating Company, LP






Schedule 4.01





 









 








Schedule 4.05
-

Existing Debt



Debt under the Senior Loan Documents.




Schedule 4.05









 









Schedule 4.20
-

Hedging Agreements




See attached.




Schedule 4.20




 









 








Schedule 4.21
-

Material Agreements





	1.	 	Loan Documents
	 
	2.	 	Senior Loan Documents





Schedule 4.21




 









 








Schedule 5.12 – 

Post-Closing Requirements




	 	 	 	 	 	 	 
	 	 	Post-Closing Requirement	 	Deadline for Completion
	1.	 	Borrower shall obtain Lien releases
(mortgage releases, UCC-3 terminations, and
otherwise) with respect to all Liens and
Lien filings (other than Permitted Liens)
discovered in post-closing lien searches
performed by Administrative Agent.	 	30 days after the
Effective Date or such
later date as
Administrative Agent
shall approve, in its
sole discretion.
	 
	 	 	 	 	 	 
	2.	 	The Borrower shall obtain and deliver to
the Administrative Agent originals of each
of the following documents:	 	2 Business Days after
the Effective Date or
such later date as Administrative Agent shall approve, in its sole discretion.
	 
	 	 	 	 	 	 
	 

	 	a.
	 	Secretary’s Certificate of the Borrower;	 	 
	 
	 	 	 	 	 	 
	 

	 	b.
	 	Payoff Letter among Spindrift Partners,
L.P., Westside Energy Production Company,
LP, and Westside Energy Operating Company,
LP;	 	 
	 
	 	 	 	 	 	 
	 

	 	c.
	 	Full Release of Liens and Security
Interests by Spindrift Partners, L.P.;	 	 
	 
	 	 	 	 	 	 
	 

	 	d.
	 	Letter Agreement between KeyBank
National Association and Westside Energy
Production Company, LP; and	 	 
	 
	 	 	 	 	 	 
	 

	 	e.
	 	Full Release of Liens and Security
Interests by KeyBank National Association.	 	 
	 
	 	 	 	 	 	 
	2.	 	The Borrower shall deliver to the
Administrative Agent a certificate issued
by the Secretary of State of Kansas stating
that Hawk Energy Fund I, LLC is in good
standing and qualified to do business in
the state of Kansas.	 	15 days after the
Effective Date or such
later date as
Administrative Agent
shall approve, in its
sole discretion.
	 
	 	 	 	 	 	 
	3.	 	The Borrower shall deliver to the
Administrative Agent a certificate issued
by the Secretary of State of Kansas stating
that Knight Energy Group, LLC is in good
standing and qualified to do business in
the state of Kansas.	 	15 days after the
Effective Date or such
later date as
Administrative Agent
shall approve, in its
sole discretion.






Schedule 5.12